Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a -12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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SEC 1913 (02-02)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(1)
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Election of the Company’s Board of Directors consisting of thirteen Directors to serve for one year and until the election and qualification of their successors.
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(2)
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Approval of Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan.
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(3)
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Ratification of prior awards made under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan.
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(4)
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Approval of a non-binding advisory proposal on Executive Compensation.
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(5)
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Ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.
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(6)
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Transaction of such other matters as may properly come before the meeting or any adjournments and postponements thereof.
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By Order of the Board of Directors
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Jeffrey L. Knight
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Executive Vice President,
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Chief Legal Counsel and
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Corporate Secretary
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March 8, 2021
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Meeting: Annual Meeting of Shareholders
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Date: Thursday, April 29, 2021
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Time: 9:00 a.m. Central Daylight Time
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Location: Online at www.virtualshareholdermeeting.com/ONB2021
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Record Date: February 22, 2021
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Voting: Shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals being voted on.
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Admission: To attend the 2021 annual meeting, visit www.virtualshareholdermeeting.com/ONB2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials.
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Proposals
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Recommendation
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Page Reference for more detail
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•
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Election of Directors
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FOR each Director nominee
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•
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Approval of Amendment to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan
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FOR
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•
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Ratification of prior awards made under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan
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FOR
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•
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Approval of a non-binding advisory proposal on Executive Compensation
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FOR
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•
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Ratification of the appointment of Crowe LLP as independent accountants for 2021
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FOR
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Name
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Age
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Director
Since
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Occupation
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Independent
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Andrew E. Goebel
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73
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2000
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Retired President & COO, Vectren Corporation
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Yes
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Jerome F. Henry, Jr.
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70
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2014
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President, Midwest Pipe & Steel, Inc.
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Yes
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Daniel S. Hermann
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63
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2020
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Retired CEO, AmeriQual Group, LLC
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Yes
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Ryan C. Kitchell
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47
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2018
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Former EVP & Chief Administrative Officer, Indiana University Health
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Yes
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Phelps L. Lambert
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73
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1990
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Managing Partner, Lambert & Lambert Real Estate Development
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Yes
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Austin M. Ramirez
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42
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2020
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President & CEO, Husco International
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Yes
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James C. Ryan, III
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49
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2019
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Chairman & CEO, Old National Bancorp
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No
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Thomas E. Salmon
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57
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2018
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Chairman & CEO, Berry Global Group, Inc.
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Yes
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Randall T. Shepard
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74
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2012
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Former Chief Justice, Indiana Supreme Court
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Yes
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Rebecca S. Skillman
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70
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2013
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Chairman, Radius Indiana; Former Lt. Governor, State of Indiana
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Yes
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Derrick J. Stewart
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43
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2015
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President & CEO, YMCA of Greater Indianapolis
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Yes
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Katherine E. White
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54
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2015
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Brigadier General, U.S. Army; Professor of Law, Wayne State University Law School
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Yes
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Linda E. White
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71
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2008
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Chief Administrative Officer, Deaconess Henderson Hospital; Executive Director, Deaconess Foundation
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Yes
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•
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EPS of $1.36
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•
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Net Income of $226.4 million
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•
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ROE of 7.87%
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•
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ROA of 1.04%
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•
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Efficiency Ratio of 62.91%
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•
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Net Charge-Off (Recovery) Ratio of 0.02%
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Name and Principal Position
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Salary
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Non-Equity
Incentive
Plan
Compensa-
tion
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Stock
Awards
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Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
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All Other
Compensa-
tion
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Total
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James C. Ryan, III
Chairman and CEO
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$807,692
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$1,393,269
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$1,424,200
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$0
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$83,311
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$3,708,472
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Brendon B. Falconer
Senior EVP and CFO
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$424,615
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$477,692
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$356,050
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$28
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$21,608
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$1,279,994
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James A. Sandgren
President and Chief Operating Officer
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$537,308
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$604,472
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$623,088
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$3,176
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$74,099
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$1,842,141
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Jeffrey L. Knight
EVP and Chief Legal Counsel
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$391,577
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$293,683
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$267,038
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$3,829
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$25,468
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$981,594
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Kendra L. Vanzo
Senior EVP and Chief Administrative Officer
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$341,923
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$256,442
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$267,038
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$0
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$33,368
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$898,771
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•
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Submitting another proper proxy with a more recent date than that of the proxy first given by:
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(1)
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following the Internet voting instructions, or
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(2)
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completing, signing, dating and returning a proxy card to the Company’s Corporate Secretary at the Company’s main office.
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•
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Sending written notice of revocation to the Company’s Corporate Secretary.
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•
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Voting your shares online at the Annual Meeting.
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•
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minimum qualifications for Directors;
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•
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diversity and skills objectives for Directors;
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•
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independence standards for Directors;
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•
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responsibilities of Directors;
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•
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majority voting policy applicable to Director elections;
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•
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committees of the Board;
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•
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considerations for Director tenure and Board refreshment;
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•
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procedures for committee rotations;
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•
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Directors’ compensation and expense reimbursement;
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•
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procedures for Director orientation and development;
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•
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procedures for an annual review of the CEO and management succession planning;
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•
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stock ownership guidelines for executives and Directors;
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•
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bonus recoupment or “clawback” policy;
|
•
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procedures for an annual self-evaluation of the Board; and
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•
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content of the Company’s Code of Business Conduct and Ethics.
|
•
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the name and address of the shareholder making the suggestion;
|
•
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the number and class of shares owned by such shareholder;
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•
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the name, address and age of the suggested nominee for election as Director;
|
•
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the nominee’s principal occupation during the five years preceding the date of suggestion;
|
•
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all other information concerning the nominee as would be required to be included in the proxy statement used to solicit proxies for the election of the suggested nominee; and
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•
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such other information as the Governance Committee may reasonably request.
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Committee
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Key Responsibilities
|
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Committee
Members
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Number of
Meetings
Held in
2020
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Audit
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| |
– Assists the Board in its oversight of:
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Ryan C. Kitchell*† Jerome F. Henry, Jr. Daniel S. Hermann † Phelps L. Lambert
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9
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•
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the integrity of the financial statements of the Company
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•
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the independent auditor’s qualifications and independence
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•
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the Company’s system of internal controls
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•
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the performance of the Company’s internal audit function and independent auditors
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•
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the compliance by the Company with legal and regulatory requirements in relation to the accuracy of financial reporting
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– Is responsible for the preparation of a report as required by the SEC to be included in this Proxy Statement
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Committee
|
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Key Responsibilities
|
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Committee
Members
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Number of
Meetings
Held in
2020
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Talent Development and Compensation
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| |
– Approves and evaluates the Company’s employee compensation and benefit programs and ensures the competitiveness of those programs
|
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Derrick J. Stewart*
Daniel S. Hermann
Thomas E. Salmon
Randall T. Shepard
Rebecca S. Skillman
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5
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– Advises the Board regarding the talent development and succession management of key executives of the Company
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– Annually reviews, approves, and recommends to the Board for its approval all elements of the compensation of the CEO and other executive officers who report directly to the CEO
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– Determines awards to employees of stock or stock options pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan
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Corporate Governance and Nominating
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– Recruits and nominates new Directors and assesses the independence of Directors
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Rebecca S. Skillman*
Phelps L. Lambert
Austin M. Ramirez
Randall T. Shepard
Katherine E. White
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4
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– Leads the Board in its annual performance evaluation
|
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– Reviews and assesses the adequacy of the Corporate Governance Guidelines
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– Reviews with the full Board, on an annual basis, the requisite skills and characteristics of Board members as well as the composition of the Board as a whole
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– Oversees the production of the Company’s environmental, social, and governance (“ESG”) report
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Enterprise Risk
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– Oversees the Company’s policies, procedures and practices relating to credit, operational, fraud, information technology/cyber and compliance risk
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Linda E. White*
Andrew E. Goebel
Daniel S. Hermann
Katherine E. White
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4
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Culture, Community and Social Responsibility
|
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– Reviews the Company’s compliance with the Community Reinvestment Act and Fair Lending Practices
|
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Randall T. Shepard*
Austin M. Ramirez
Derrick J. Stewart
Linda E. White
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4
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| |||
|
– Oversees diversity, equity, and inclusion initiatives and monitors the Company’s Affirmative Action Plan
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– Oversees the Company’s environmental and sustainability efforts
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– Monitors the activities of the Old National Bank Foundation through which major charitable gifts from the Company are funded
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Funds Management
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– Monitors the balance sheet risk profile of the Company, including credit, interest rate, liquidity, and capital risks
|
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Phelps L. Lambert*
Andrew E. Goebel
Jerome F. Henry, Jr.
Ryan C. Kitchell
Katherine E. White
|
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4
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| |||
|
– Reviews and approves the investment policy for the Company
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Committee
|
| |
Key Responsibilities
|
| |
Committee
Members
|
| |
Number of
Meetings
Held in
2020
|
| |||
|
Finance and Corporate Development
|
| |
– Reviews management’s financial forecasts, goals, and budget
|
| |
Andrew E. Goebel*
Daniel S. Hermann
Ryan C. Kitchell
Phelps L. Lambert
Rebecca S. Skillman
Derrick J. Stewart
Linda E. White
|
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5
|
| |||
|
– Monitors and provides appropriate feedback concerning the financial performance of the Company
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|
– Oversees merger and acquisition activity as well as other strategic corporate development opportunities of the Company
|
|
*
|
Chair
|
†
|
Designated as an “audit committee financial expert”
|
•
|
Audit Committee. Risks and exposures associated with accounting, financial reporting, tax and maintaining effective internal controls for financial reporting.
|
•
|
Enterprise Risk Committee. Credit, regulatory, operational, cybersecurity, enterprise and reputational risks, as well as litigation that may present material risk to the Company.
|
•
|
Governance Committee. Risks associated with CEO succession planning, as well as corporate governance, including compliance with listing standards, committee assignments, conflicts of interest and director succession planning.
|
•
|
Funds Management Committee. Liquidity, capital and interest rate risks.
|
•
|
Talent Development and Compensation Committee. Risks associated with the Company’s compensation programs and arrangements, including cash and equity incentive plans.
|
•
|
Culture, Community and Social Responsibility Committee. Risks associated with associate and customer commitment, the Community Reinvestment Act, fair lending, associate and supplier diversity and the Company’s Affirmative Action Plan.
|
•
|
Finance and Corporate Development Committee. Budgeting and forecasting oversight, management of budget risks and oversight of strategic acquisition opportunities of the Company.
|
Name
|
| |
Fees
Earned or
Paid in
Cash ($)
|
| |
Stock
Awards(1)
($)
|
| |
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings(2)
($)
|
| |
Total
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(f)
|
| |
(h)
|
Rebecca S. Skillman, Lead Director
|
| |
98,500(3)
|
| |
59,989
|
| |
|
| |
158,489
|
Alan W. Braun
|
| |
18,375(4)
|
| |
19,994
|
| |
|
| |
38,369
|
Andrew E. Goebel
|
| |
76,625(5)
|
| |
59,989
|
| |
|
| |
136,614
|
Jerome F. Henry, Jr.
|
| |
62,500(6)
|
| |
59,989
|
| |
|
| |
122,489
|
Daniel S. Hermann
|
| |
59,625(7)
|
| |
39,981
|
| |
|
| |
99,606
|
Ryan C. Kitchell
|
| |
73,750(8)
|
| |
59,989
|
| |
16,277
|
| |
150,016
|
Phelps L. Lambert
|
| |
82,500(9)
|
| |
59,989
|
| |
(26,903)
|
| |
115,586
|
Austin M. Ramirez
|
| |
45,000(10)
|
| |
39,981
|
| |
|
| |
84,981
|
Thomas E. Salmon
|
| |
53,500(11)
|
| |
59,989
|
| |
10,672
|
| |
124,161
|
Name
|
| |
Fees
Earned or
Paid in
Cash ($)
|
| |
Stock
Awards(1)
($)
|
| |
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings(2)
($)
|
| |
Total
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(f)
|
| |
(h)
|
Randall T. Shepard
|
| |
73,500(12)
|
| |
59,989
|
| |
|
| |
133,489
|
Derrick J. Stewart
|
| |
74,500(13)
|
| |
59,989
|
| |
5,419
|
| |
139,908
|
Katherine E. White
|
| |
70,000(14)
|
| |
59,989
|
| |
(12,497)
|
| |
117,492
|
Linda E. White
|
| |
72,500(15)
|
| |
59,989
|
| |
(63,811)
|
| |
68,678
|
(1)
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On May 8, 2020, Andrew E. Goebel, Jerome F. Henry, Jr., Ryan C. Kitchell, Phelps L. Lambert, Thomas E. Salmon, Randall T. Shepard, Rebecca S. Skillman, Derrick J. Stewart, Katherine E. White and Linda E. White each received 2,117 shares of Company stock at a stock price of $14.17 per share with a Grant Date Fair Value of $29,997.89, Alan W. Braun received 1,411 shares of Company stock at a stock price of $14.17 per share with a Grant Date Fair Value of $19,993.87, and Daniel S. Hermann and Austin M. Ramirez received 705 shares of Company stock at a stock price of $14.17 per share with a Grant Date Fair Value of $9,989.85. On November 8, 2020, Andrew E. Goebel, Jerome F. Henry, Jr., Daniel S. Hermann, Ryan C. Kitchell, Phelps L. Lambert, Austin M. Ramirez, Thomas E. Salmon, Randall T. Shepard, Rebecca S. Skillman, Derrick J. Stewart, Katherine E. White and Linda E. White each received 2,153 shares of Company stock at a stock price of $13.93 with a Grant Date Fair Value of $29,991.29.
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(2)
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The amounts specified in Column (f) are attributable entirely to earnings credits under our Directors Deferred Compensation Plan in excess of the applicable federal long-term rate, with compounding (as described by Section 1274(d) of the Internal Revenue Code).
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(3)
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Includes $45,000 cash retainer, $12,500 Governance Committee Chair retainer, $8,500 Talent Development and Compensation Committee member retainer, $7,500 retainer for membership on the Finance and Corporate Development Committee, and a $25,000 retainer for serving as Lead Director.
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(4)
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Includes $11,250 cash retainer, $3,125 Finance and Corporate Development Committee Chair retainer and $4,000 retainer for membership on the Enterprise Risk Committee and Funds Management Committee. Mr. Braun retired from the Board on April 30, 2020.
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(5)
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Includes $45,000 cash retainer, $4,375 Audit Committee Chair retainer, $3,125 Finance and Corporate Development Committee Chair retainer and $24,125 retainer for membership on the Enterprise Risk Committee and Funds Management Committee.
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(6)
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Includes $45,000 cash retainer, $10,000 for Audit Committee membership, and $7,500 for Funds Management Committee membership.
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(7)
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Includes $33,750 cash retainer, $7,500 for Audit Committee membership, $6,375 retainer for membership on the Talent Development and Compensation Committee and $12,000 for Enterprise Risk Committee and Finance and Corporate Development Committee membership.
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(8)
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Includes $45,000 cash retainer, $15,625 retainer for Audit Committee Chair and membership, and $13,125 retainer for membership on the Finance and Corporate Development Committee and the Funds Management Committee.
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(9)
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Includes $45,000 cash retainer, $12,500 Funds Management Committee Chair retainer, $10,000 retainer for membership on the Audit Committee and $15,000 retainer for membership on the Governance Committee and the Finance and Corporate Development Committee.
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(10)
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Includes $33,750 cash retainer and $11,250 retainer for membership on the Governance Committee and the Culture, Community & Social Responsibility Committee.
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(11)
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Includes $45,000 cash retainer and $8,500 retainer for membership on the Talent Development and Compensation Committee.
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(12)
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Includes $45,000 cash retainer, $12,500 Culture, Community & Social Responsibility Committee Chair retainer, $8,500 Talent Development and Compensation Committee member retainer and $7,500 for membership on the Corporate Governance Committee.
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(13)
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Includes $45,000 cash retainer, $14,500 Talent Development and Compensation Committee Chair retainer, and $15,000 retainer for membership on the Culture, Community & Social Responsibility Committee and the Finance and Corporate Development Committee.
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(14)
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Includes $45,000 cash retainer and $25,000 retainer for membership on Enterprise Risk Committee, the Funds Management Committee and the Governance Committee.
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(15)
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Includes $45,000 cash retainer, $12,500 Enterprise Risk Committee Chair retainer, and $15,000 retainer for membership on the Culture, Community & Social Responsibility Committee and the Finance and Corporate Development Committee.
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Director Tenure and Retirement
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A Director of the Company shall no longer qualify to serve as a Director effective as of the end of the term during which the Director becomes seventy-five (75) years of age. The Corporate Governance & Nominating Committee reviews each Director’s continuation on the Board on a regular basis and annually considers upcoming retirements, the average tenure, and the overall mix of individual Director tenures of the Board.
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Goebel
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Henry
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Hermann
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Kitchell
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Lambert
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Ramirez
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Ryan
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Salmon
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Shepard
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Skillman
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Stewart
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K.White
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L.White
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Andrew E. Goebel
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Mr. Goebel, 73, was elected to the Board in 2000. He is Chairman of the Finance and Corporate Development Committee and is an “Audit Committee Financial Expert” as defined by the SEC. He is a member of the Funds Management Committee and the Enterprise Risk Committee. Mr. Goebel has served as a financial and management consultant since 2003.
Mr. Goebel brings to the Board, among other skills and qualifications, a 34-year career in the energy industry where he served in various capacities including President and Chief Operating Officer of Vectren Corporation from where he retired in 2003. He also has significant experience as a senior executive of a large public company and significant experience in finance.
Mr. Goebel holds a BSBA and an MBA from the University of Evansville. He serves as a director of two privately-held companies headquartered in Southwest Indiana, including South Central, Inc. and Community Natural Gas Company, Inc. He is a member of the Board of Trustees of the University of Evansville and serves in leadership positions for several other nonprofit and civic organizations.
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Director Since: 2000
Age: 73
Committees:
Enterprise Risk
Funds Management
Finance and Corporate Development
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Mr. Hermann, 63, was elected to the Board in 2020. He is a member of the Audit Committee, the Talent Development and Compensation Committee, the Enterprise Risk Committee, and the Finance and Corporate Development Committee. He is the founding partner of Lechwe Holdings LLC, a family company involved in the startup and investing in companies. He is also a founder of AmeriQual Group, LLC, where he served as CEO from 2005 to 2015.
Mr. Hermann brings to the Board, among other skills and qualifications, over 20 years of management experience with Black Beauty Coal Company. During his years at Black Beauty, he held various titles, including President and CEO. He also has experience in public accounting and was a licensed Certified Public Accountant. Mr. Hermann is deemed to be an “Audit Committee Financial Expert” as defined by the SEC.
Mr. Hermann holds a Bachelor of Science Degree from Indiana State University. He currently serves as Chairman of the Board of Directors of Deaconess Health System. In addition, he serves as a director of General Signals, Hermann Family Foundation, and Foundation for Youth. He is also a director Emeritus of the Boys and Girls Club of Southern Indiana as well as past Chairman of the Evansville Catholic Foundation and past board member of Foresight Energy.
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Director Since: 2020
Age: 63
Committees:
Audit
Enterprise Risk
Finance and Corporate Development
Talent Development and Compensation
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Mr. Kitchell, 47, was elected to the Board in 2018. He is Chairman of the Audit Committee and is deemed to be an “Audit Committee Financial Expert” as defined by the SEC. He is a member of the Funds Management Committee and the Finance and Corporate Development Committee. Until the end of 2019, he served as Executive Vice President and Chief Administrative Officer of Indiana University Health where he previously served as Chief Financial Officer from 2012 to 2016. He served as President of IU Health Plans from 2011 to 2012 and Treasurer of Indiana University Health from 2010 to 2011. Prior to joining Indiana University Health, he worked for Indiana Governor Mitch Daniels. He had previously served in corporate treasury and controllership roles at Eli Lilly and Company.
Mr. Kitchell brings to the Board, among other skills and qualifications, more than five years of service to former Indiana Governor Mitch Daniels, first as Public Finance Director and then as Director of the Office of Management and Budget. In addition, he has over nine years of service with the largest health care provider in the state of Indiana.
Mr. Kitchell holds an economics degree from Indiana University, an MBA from the Tuck School of Business at Dartmouth and has earned the Chartered Financial Analyst (CFA) designation. He serves on several boards including the Indiana Sports Corporation, Mitch Daniels Leadership Foundation, Boy Scouts of America Crossroads Council, the Indiana State Chamber of Commerce PAC, OneAmerica Financial Partners, Cancer Treatment Centers of America and Help at Home.
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Director Since: 2018
Age: 47
Committees:
Audit
Funds Management
Finance and Corporate Development
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Phelps L. Lambert
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Mr. Lambert, 73, was elected to the Board in 1990. He is Chairman of the Funds Management Committee and a member of the Audit Committee, the Governance Committee, and the Finance and Corporate Development Committee. Since 1992, Mr. Lambert has served as Managing Partner of Lambert and Lambert, an investment partnership.
Mr. Lambert brings to the Board, among other skills and qualifications, financial and legal expertise as well as 14+ years serving as COO/CEO of Farmers Bank & Trust Company in Henderson, Kentucky.
Mr. Lambert holds a BA in Political Science from Brown University and a Juris Doctorate from the University of Kentucky. He is a member of the Kentucky Bar Association.
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Director Since: 1990
Age: 73
Committees:
Audit
Corporate Governance and Nominating
Funds Management
Finance and Corporate Development
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Austin M. Ramirez
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Mr. Ramirez, 42, was elected to the Board in 2020. He is a member of the Corporate Governance and Nominating Committee and the Culture, Community and Social Responsibility Committee. He is the President and CEO of Husco International, a global engineering and manufacturing company headquartered in Waukesha, Wisconsin.
Mr. Ramirez brings to the Board, among other skills and qualifications, management experience in the engineering and manufacturing business. He has also served as a White House Fellow on the National Economic Council in Washington D.C.
Mr. Ramirez graduated from the University of Virginia with degrees in Systems Engineering and Economics. He also holds an MBA from Stanford Graduate School of Business. He has volunteered on a number of education-focused boards including Teach for America, the Boys and Girls Clubs, the YMCA and the United Performing Arts Fund. He is a co-founder and board member of St. Augustine Preparatory Academy and a founding member of City Reformed Church. Austin has also served as a director of the Greater Milwaukee Committee, Metropolitan Milwaukee Chamber of Commerce and the National Association of Manufacturers.
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Director Since: 2020
Age: 42
Committees:
Corporate Governance and Nominating
Culture, Community and Social Responsibility
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James C. Ryan, III
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Mr. Ryan, 49, was elected to the Board on May 2, 2019 when he became CEO of the Company. Mr. Ryan was elected Charmain of the Board on January 30, 2020. Prior to beginning his role as CEO, Mr. Ryan was Senior Executive Vice President and CFO of the Company. He has also served the Company as Director of Corporate Development and Mortgage Banking, Integrations Executive and Treasurer. Prior to joining Old National in 2005, Mr. Ryan held senior finance positions at Wells Fargo Home Mortgage and Old Kent Financial Corp.
Mr. Ryan brings to the Board, among other skills and qualifications, extensive bank management experience derived from working over 25 years in the banking industry. Mr. Ryan’s leadership skills, extensive banking experience and knowledge of the Company and its products and services is tremendously valuable to the Board. Mr. Ryan also brings to the Board his ability to develop long-term strategies and find effective and efficient means to implement and communicate those strategies.
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Director Since: 2019
Age: 49
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Mr. Ryan holds a BA in Business Administration from Grand Valley State University in Allendale, Michigan. He is currently Chair of the Economic Development Coalition of Southwest Indiana, Secretary and Treasurer of the Southwest Indiana Regional Development Authority, a board member for Deaconess Hospital, Inc. and Deaconess health Systems, Inc., a member of the Central Indiana Corporate Partnership, Inc., advisory board member for the Old National Center for Closely Held Business, and an advisory board member of the University of Evansville’s Schroeder Family School of Business Administration.
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Thomas E. Salmon
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Mr. Salmon, 57, was elected to the Board in 2018. He is a member of the Talent Development and Compensation Committee. Mr. Salmon currently serves as Chairman and CEO of Berry Global, Inc. where he was appointed to the Board of Directors in February 2017. He previously served as Berry Global’s President and Chief Operating Officer since October 2016, served as President of Berry’s Consumer Packaging Division from November 2015 to October 2016, served as President of Berry’s Rigid Closed Top Division from November 2014 to November 2015, and served as President of Berry’s Engineered Materials Division from 2003 to November 2014. He was General Manager for Honeywell Plastics from 2001 to 2003 and Global Sales Director for Allied Signal’s Engineering Plastics and Films from 1999 to 2001. Prior to joining Honeywell/Allied Signal, Mr. Salmon held several positions at GE Plastics and GE Lighting, divisions of General Electric.
Mr. Salmon brings to the Board, among other skills and qualifications, over 20 years in manufacturing which has provided him with extensive experience in management, accounting and finance.
Mr. Salmon holds a Bachelor of Business Administration from Saint Bonaventure University in Western New York. He serves on several boards including the Evansville Regional Business Committee, Golf Gives Back and Signature School.
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Director Since: 2018
Age: 57
Committees:
Talent Development and Compensation
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Randall T. Shepard
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Mr. Shepard, 74, was elected to the Board in 2012. He is a member of the Talent Development and Compensation Committee, the Corporate Governance and Nominating Committee, and the chair of the Culture, Community and Social Responsibility Committee. He served twenty-five years as Chief Justice of the Indiana Supreme Court, until his departure in 2012. He brings to the Board the experiences of a career in public sector management, as well as extensive leadership in the non-profit world. Mr. Shepard served as Executive in Residence at the Public Policy Institute of Indiana University’s School of Public and Environmental Affairs from 2012 to 2014. He currently serves as a Senior Judge in the Indiana Court of Appeals.
During 2014-2015, Mr. Shepard was Interim General Counsel of CFA Institute, which educates and tests professionals in investment and finance, conferring the world’s leading credential in those fields. During his judicial career, Judge Shepard served as President of the Conference of Chief Justices and as Chairman of the National Center for State Courts. He was also President of the Appellate Judges Conference, representing seven hundred state and federal judges in the American Bar Association.
Mr. Shepard’s leading avocation has been historic preservation. He was a trustee of the National Trust for Historic Preservation for eleven years and served as Chairman of Indiana Landmarks, Inc. In each of these and other roles, he has acquired some experience in the field of real estate. He has likewise served on many other non-profit boards, including terms as President of The Lampion Center, a family counseling organization based in Evansville. Mr. Shepard earned an A.B. degree cum laude from Princeton University, his J.D. from the Yale Law School, and an LL.M. from the University of Virginia School of Law.
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Director Since: 2012
Age: 74
Committees:
Talent Development and Compensation
Culture, Community and Social Responsibility
Corporate Governance and Nominating
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Rebecca S. Skillman
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Ms. Skillman, 70, was elected to the Board in 2013 and serves as the Company’s Lead Director. She is Chairperson of the Governance Committee and is a member of the Talent Development and Compensation Committee and the Finance and Corporate Development Committee. Ms. Skillman currently serves as Chairman of the Board for Radius Indiana, an economic development regional partnership which represents Crawford, Daviess, Dubois, Greene, Lawrence, Martin, Orange, and Washington Counties in South Central Indiana. She previously served as Senior Advisor of Radius Indiana from July 2016 to December 2016 and she served as CEO of Radius Indiana from February 2013 to July 2016. She serves as an advisor for Bowen Center for Public Affairs, Ball State University, and an advisor for Indiana University’s Center for Rural Engagement.
Ms. Skillman served as the 49th Lieutenant Governor of the State of Indiana from 2005 to 2013 where in addition to her legislative duties as President of the Indiana Senate, she was responsible for leading the Office of Tourism Development, Energy Group and Indiana Housing and Community Development Authority. She chaired the Indiana Counter Terrorism and Security Council, the intergovernmental entity responsible for homeland security. She also served as the Secretary of Agriculture and Rural Development under the state's Department of Agriculture and Office of Rural Affairs.
Ms. Skillman has enjoyed a lifelong career in public service, having served in the Indiana Senate from 1992 to 2004. She brings to the Board expertise and leadership in economic development, administration, community involvement, governmental and political affairs and civil service. Ms. Skillman earned an Associate’s degree/business concentration from Indiana Wesleyan University.
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Director Since: 2013
Age: 70
Committees:
Corporate Governance and Nominating
Talent Development and Compensation
Finance and Corporate Development
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Derrick J. Stewart
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Derrick J. Stewart, 43, was elected to the Board in 2015. He is Chairman of the Talent Development and Compensation Committee and is a member of the Finance and Corporate Development Committee and the Culture, Community and Social Responsibility Committee. Mr. Stewart is President and CEO of the YMCA of Greater Indianapolis. He served as CEO of the YMCA of Southwestern Indiana from 2009 to 2019, and in various other capacities, including Chief Development Officer and Chief Operating Officer, from 2005 to 2009.
Mr. Stewart brings to the Board, among other skills and qualifications, prior banking experience as a loan officer of the Company and extensive experience in managing a nonprofit entity in one of the Company’s largest markets. Mr. Stewart is deeply committed to supporting and encouraging the development of a healthier and more vibrant community and providing opportunities for young people from all walks of life to achieve their potential. Mr. Stewart is a member of the Board of Trustees of the YMCA Retirement Fund and a member of the Board of Directors of the YMCA Employee Benefits Management Committee, and the Mitch Daniels Leadership Fellowship. He is a past member of the YMCA of the USA Board of Directors, where he served on the Financial Development Committee and the International Committee and is past chair of the YMCA of the USA Small and Midsize YMCA Cabinet. He is past President of the Board of the Evansville Regional Airport Authority, and the Public Education Foundation of Evansville, past Vice President of the Evansville Christian School Board, and past member of the Regional Board of Trustees of Ivy Tech Community College. Mr. Stewart worked as a commercial loan officer for Old National Bank from 2004 to 2005.
Mr. Stewart is a graduate of the Indiana University Kelley School of Business with a degree in Business and Finance.
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Director Since: 2015
Age: 43
Committees:
Talent Development and Compensation
Culture, Community and Social Responsibility
Finance and Corporate Development
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Katherine E. White
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Katherine E. White, 54, was elected to the Board in 2015. She is a member of the Governance Committee, the Funds Management Committee and Enterprise Risk Committee. Ms. White is a Brigadier General in the U.S. Army, currently serving in the Michigan Army National Guard as the Deputy Commanding General of the 46th Military Police Command in Lansing, Michigan, since 2019. She is also currently a Professor of Law at Wayne State University Law School in Detroit, Michigan, where she has taught full-time since 1996. Ms. White is also a Regent with the University of Michigan Board of Regents, and she has served in that capacity since 1998.
Ms. White brings to the Board, among other skills and qualifications, extensive experience in law, education, government and military affairs. From 1995 to 1996, Ms. White was a Judicial Law Clerk to the Honorable Randall R. Rader, Circuit Judge U.S. Court of Appeals for the Federal Circuit. From 2000 to 2002, she was appointed by the Secretary of Commerce to serve on the United States Patent and Trademark Office Patent Public Advisory Committee. She was also appointed by the Secretary of Agriculture to the U.S. Department of Agriculture’s Plant Variety Protection Office Advisory Board serving from 2004 to 2008, 2010 to 2012 and 2015 to 2020. From 2003 to 2014, she was a market board member at United Bank and Trust in Ann Arbor, MI. She is a current board member of Alta Equipment Group, Inc. (a public company).
Ms. White received her B.S.E. Degree in Electrical Engineering and Computer Science from Princeton University, a J.D. Degree from the University of Washington, a LL.M. Degree from the George Washington University Law School, and a Master’s Degree in Strategic Studies from the U.S. Army War College. In addition, Ms. White is a Fulbright Senior Scholar, a White House Fellow 2001 to 2002, and a Registered Patent Attorney.
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Director Since: 2015
Age: 54
Committees:
Corporate Governance and Nominating
Funds Management
Enterprise Risk
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Linda E. White
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Ms. White, 71, was elected to the Board in 2008. She is Chairperson of the Enterprise Risk Committee and is a member of the Culture, Community and Social Responsibility Committee and the Finance and Corporate Development Committee. Ms. White serves as Chief Administrative Officer of Deaconess Henderson Hospital. She previously served as an administrator at Evansville-based Deaconess Hospital for 32 years. From 2004 through June 30, 2017, she served as President and CEO for Deaconess Health System, Inc. which operates six acute care hospitals in southwest Indiana. Upon her June 30, 2017 retirement she became President Emerita for Deaconess Health System, Inc. and serves as the Director of Deaconess Foundation in conjunction with an Interim Director.
Ms. White brings to the Board, among other skills and qualifications, extensive experience in management and leadership in the healthcare industry.
Ms. White holds a BS in Nursing and an MBA from the University of Evansville, and a BS in Applied Mathematics from Indiana State University. She is a fellow in the American College of Healthcare Executives. She previously served on the board of Deaconess Hospital and Deaconess Health System. She is past Chairman of the Board of Indiana Hospital Association and VHA Central. She has served on the board of the Boys and Girls Club and is currently a member of the Board of Trustees of the University of Evansville and Rose-Hulman Institute of Technology. She is a member of the Indiana Economic Development Corporation.
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Director Since: 2008
Age: 71
Committees:
Enterprise Risk
Culture, Community and Social Responsibility
Finance and Corporate Development
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Name
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Age
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Office and Business Experience
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James C. Ryan, III
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49
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CEO of the Company since May 2, 2019, Chairman since January 30, 2020. Previously, Senior Executive Vice President and CFO of the Company from May 2016 to May 2019. Executive Vice President and Director of Corporate Development and Mortgage Banking of the Company from February 2015 to May 2016. Executive Vice President and Director of Corporate Development of the Company from July 2009 to February 2015. Senior Vice President and Integration Executive of the Company from December 2006 to July 2009. Senior Vice President and Treasurer of the Company from March 2005 to December 2006. Vice President at Wells Fargo Home Mortgage from July 2004 to March 2005.
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Brendon B. Falconer
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45
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Senior Executive Vice President and CFO of the Company since May 2019. Previously, Treasurer of the Company from November 2016 to May 2019. Senior Vice President and Director of Credit Operations from March 2013 to November 2016. Loss Share President from January 2012 to March 2013. Vice President and Bank Controller from April 2009 to January 2012.
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James A. Sandgren
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54
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President and Chief Operating Officer of the Company since May 2016. Previously, Executive Vice President and Chief Banking Officer of the Company from April 2014 to May 2016. Executive Vice President and Regional CEO of the Company from May 2007 to April 2014. Executive Vice President and Southern Division Chief Credit Officer from January 2004 to May 2007.
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Scott J. Evernham
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43
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Executive Vice President and Chief Risk Officer of the Company since August 2019. Previously, Executive Vice President, Wealth Management, of the Company from May 2016 to August 2019. President of Old National Insurance from December 2014 to May 2016. Senior Vice President, Assistant General Counsel from October 2012 to December 2014.
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Jeffrey L. Knight
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61
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Executive Vice President and Chief Legal Counsel of the Company since December 2004, and Senior Vice President of the Company from 2001 to 2004. Corporate Secretary of the Company since 1994 and General Counsel of the Company from 1993 to 2004.
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Daryl D. Moore
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63
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Senior Executive Vice President and Chief Credit Executive of the Company since May 2016. Previously, Executive Vice President and Chief Credit Officer of the Company from 2001 to 2016, and Senior Vice President of the Company from 1996 to 2001.
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Kendra L. Vanzo
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54
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Senior Executive Vice President, Chief Administrative Officer of the Company since March 2021. Executive Vice President, Chief Administrative Officer of the Company from January 2020 to March 2021. Executive Vice President and Chief People Officer from May 2018 to January 2020. Executive Vice President, Associate Engagement and Integrations Officer from June 2014 to May 2018. Executive Vice President and Chief Human Resources Officer from January 2010 to June 2014. Senior Vice President and Chief Human Resources Officer from March 2007 to January 2010.
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James C. Ryan, III
Chairman and CEO
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Brendon B. Falconer
Chief Financial Officer
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James A. Sandgren
President and Chief
Operating Officer
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Jeffrey L. Knight
Chief Legal Counsel
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Kendra L. Vanzo
Chief Administrative Officer
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Executive Summary
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Review of 2020 Advisory Vote on Executive Compensation
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Responsibility for Executive Compensation Decisions
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Compensation Philosophy and Objectives
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Role of Executive Officers in Compensation Decisions
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Compensation Committee Procedures
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Setting Executive Compensation for 2020
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Changes in Executive Compensation in 2021
|
•
|
Realigning the organization into clearly defined segments to align leaders and relationship managers with the client segment they can best serve (while not wavering on our commitment to community);
|
•
|
Deepening client relationships through integrated Commercial, Community Banking, and Wealth teams;
|
•
|
Simplifying and improving the end-to-end banking/borrowing journey while adhering to strong risk management principles;
|
•
|
Creating a new Wealth Division that combines wealth management, investments, and private banking for a simplified, highly consultative client experience firmly rooted in financial planning; and
|
•
|
Investing in our operational and information technology infrastructure to meet our clients “where they are” and ensure that we keep pace with technology and client digital expectations.
|
•
|
record commercial loan production of $3.5 billion;
|
•
|
record capital markets revenue of $22.5 million;
|
•
|
record mortgage production of $2.2 billion;
|
•
|
record organic core deposit growth of $2.6 billion;
|
•
|
net income of $226.4 million;
|
•
|
disciplined approach to credit risk management during the pandemic reflected in our strong credit quality metrics, with low net charge-offs to average loans of .02%;
|
•
|
continued progress in expense management, achieving an Efficiency Ratio of 62.91%; and
|
•
|
achieved diluted earnings per share of $1.36.
|
•
|
Short-term incentives were earned at 150% of target, the maximum opportunity available, driven by above target performance in earnings per share (“EPS”), return on average tangible common equity (“ROATCE”) and Efficiency Ratio that exceeded the maximum performance goals set. See Annual Incentive Compensation beginning at the bottom of page 34.
|
•
|
Performance-based restricted stock units granted in 2018 with a three-year performance period ending on December 31, 2020 were earned at 123.5% of target, out of the maximum opportunity of 150% of target, driven by above target performance in relative TSR and relative ROATCE. See Performance-Based Restricted Stock Units beginning on page 36 for additional details.
|
|
Measure
|
| |
Why it Matters
|
|
|
One-Year Performance Measures
|
| |||
|
EPS
|
| |
Indicates the overall profitability of the company.
|
|
|
Return on average tangible common equity (ROATCE)
|
| |
ROATCE is a key factor to long-term profitable growth due to the strong correlation of higher ROATCE to higher market price-to-tangible book value valuations for common stock of publicly traded bank holding companies.
|
|
|
Efficiency Ratio
|
| |
Provides focus on expense management.
|
|
|
Three-Year Performance Measures
|
| |||
|
Relative ROATCE
|
| |
Operational performance measure with clear line of sight to participants, while also being aligned with long-term shareholder value creation. Measuring over a three-year period against our peer group assesses our success of sustaining multi-year outperformance.
|
|
|
Relative TSR
|
| |
Clear alignment with shareholder interests and our ability in delivering strong relative value creation.
|
|
COMPANY’S COMPENSATION PROGRAM – BEST PRACTICES IMPLEMENTED
|
||||||||||||
✔
|
| |
Long Term Performance Based Compensation
We award a significant portion of our long-term incentive compensation in the form of performance-based restricted stock units, which vest over a three-year period only upon the achievement of specific goals. With a three-year vesting period, we hope to more closely align our NEOs’ incentives with the long-term interests of shareholders.
|
| |
✔
|
| |
Lack of Gross-Up
|
|||
|
|
| |
Our employment agreements do not provide for:
|
||||||||
|
|
| |
•
|
| |
Tax gross-ups on severance benefits; or
|
|||||
|
|
| |
•
|
| |
Tax gross-ups on perquisites
|
|||||
✔
|
| |
Clawback Policy
We have a Bonus Recoupment Policy which provides our Board with authority to recover a bonus or other incentive payout paid to any executive officer in the event there is a material restatement of the Company’s financial results.
|
| |
✔
|
| |
Shareholder Advisory Vote
Each year, shareholders provide an advisory “say on pay” vote.
|
|||
✔
|
| |
Rigorous Stock Ownership Guidelines
NEOs are required to own certain minimum amount of stock depending upon their salary.
|
| |
✔
|
| |
Internal Pay Equity
We consider a person’s responsibilities, skill level and effort in relation to other similarly-situated NEOs when making compensation determinations.
|
|||
✔
|
| |
Responsible Employee Ownership
We prohibit Company personnel, including the NEOs, from engaging in any short-term, speculative transactions with respect to Company securities, including purchasing securities on margin, engaging in short sales, buying or selling put or call options and trading in options.
|
| |
✔
|
| |
Hedging and Pledging Prohibition Policy
Our policy prohibits our Directors, NEOs and other key executive officers from hedging and pledging, as more fully described on page 40.
|
|||
✔
|
| |
A Well-Informed Compensation Committee
The Compensation Committee uses tally sheets that provide information as to all compensation that is available at target performance levels to our NEOs.
|
| |
✔
|
| |
Independent Compensation Consultant
The Compensation Committee engages a consultant for aid in determining executive compensation that does not provide any services to management.
|
|||
✔
|
| |
Risk Based Compensation
Our Compensation Committee oversees the ongoing evaluation of the relationship between our compensation programs and risk management.
|
| |
✔
|
| |
Annual Risk Assessment
The Compensation Committee annually reviews the risk associated with executive compensation.
|
•
|
assessed the competitiveness of our compensation packages for executive officers;
|
•
|
analyzed our business performance over one-year and three-year periods; and
|
•
|
evaluated the relationship between executive officer pay and our performance.
|
Associated Banc-Corp
|
| |
First Midwest Bancorp, Inc.
|
| |
UMB Financial Corporation
|
BancorpSouth Bank
|
| |
Fulton Financial Corporation
|
| |
Valley National Bancorp
|
Bank OZK
|
| |
Great Western Bancorp, Inc.
|
| |
Western Alliance Bancorporation
|
Commerce Bancshares, Inc.
|
| |
Hancock Holding Company
|
| |
Wintrust Financial Corporation
|
Cullen/Frost Bankers, Inc.
|
| |
IBERIABANK Corporation
|
| |
|
F.N.B. Corp.
|
| |
TCF Financial Corporation
|
| |
|
First Financial Bancorp
|
| |
Trustmark Corporation
|
| |
|
Retained Peer Companies
|
| |
New Peer Companies
|
|||
Associated Banc-Corp
|
| |
Hancock Holding Company
|
| |
Cadence Bancorporation
|
BancorpSouth Bank
|
| |
TCF Financial Corporation
|
| |
Umpqua Holdings Corporation
|
Bank OZK
|
| |
Trustmark Corporation
|
| |
Webster Financial Corporation
|
Commerce Bancshares, Inc
|
| |
UMB Financial Corporation
|
| |
|
F.N.B. Corp.
|
| |
Valley National Bancorp
|
| |
Removed Companies
|
First Financial Bancorp First Midwest Bancorp, Inc Fulton Financial Corporation
|
| |
Western Alliance Bancorporation Wintrust Financial Corporation
|
| |
Cullen/Frost Bankers, Inc. IBERIABANK Corporation
|
Great Western Bancorp, Inc.
|
| |
|
| |
|
•
|
analyzed the compensation levels of comparable executive officers in the peer group;
|
•
|
determined a mix of base salary and cash incentive opportunity, along with an equity position to align our executive officers’ compensation with our performance and leadership accomplishments;
|
•
|
assessed our executive officers’ performance; and
|
•
|
assessed our financial and business results relative to other companies within the banking industry as well as to our own past performance and financial goals.
|
•
|
base salary;
|
•
|
annual incentive compensation; and
|
•
|
long-term equity incentive compensation.
|
Names
|
| |
Base Salary
($)
|
| |
Non-Equity Incentive
Plan Compensation(1) ($)
|
| |
Total Cash
Compensation ($)
|
James C. Ryan, III
Executive Chairman and CEO
|
| |
807,692
|
| |
1,393,269
|
| |
2,200,961
|
Brendon B. Falconer
Senior EVP and CFO
|
| |
424,615
|
| |
477,692
|
| |
902,307
|
James A. Sandgren
President and Chief Operating Officer
|
| |
537,308
|
| |
604,472
|
| |
1,141,780
|
Jeffrey L. Knight
EVP and Chief Legal Counsel
|
| |
391,577
|
| |
293,683
|
| |
685,260
|
Kendra L. Vanzo
Senior EVP and Chief Administrative Officer
|
| |
341,923
|
| |
256,442
|
| |
598,365
|
(1)
|
The Bonus was awarded based on 2020 performance and will be paid on March 12, 2021
|
Named Executive Officer
|
| |
2020 Base Salary ($)
|
| |
Effective Date
|
James C. Ryan, III
Chairman and CEO
|
| |
825,000
|
| |
First payroll date in April 2020
|
Brendon B. Falconer
Chief Financial Officer
|
| |
435,000
|
| |
First payroll date in April 2020
|
James A. Sandgren
President and Chief Operating Officer
|
| |
550,000
|
| |
First payroll date in April 2020
|
Jeffrey L. Knight
EVP and Chief Legal Counsel
|
| |
400,000
|
| |
First payroll date in April 2020
|
Kendra L. Vanzo
Senior EVP and Chief Administrative Officer
|
| |
350,000
|
| |
First payroll date in April 2020
|
|
| |
STIP
Target
|
| |
2020
Results
|
| |
Performance
Level
|
| |
Weight
Percentage
|
| |
Performance
Factor
|
EPS(1)
|
| |
$1.40
|
| |
$1.55
|
| |
150.0%
|
| |
60%
|
| |
90.0%
|
Efficiency Ratio(1)
|
| |
57.90%
|
| |
55.58%
|
| |
150.0%
|
| |
20%
|
| |
30.0%
|
ROATCE(1)
|
| |
14.21%
|
| |
14.96%
|
| |
150.0%
|
| |
20%
|
| |
30.0%
|
Total Percentage Earned
|
| |
|
| |
|
| |
|
| |
|
| |
150.0%
|
(1)
|
Adjusted for factors approved by the Compensation Committee as described above.
|
Measure
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
Relative TSR (50%)
|
| |
25th percentile
|
| |
50th percentile
|
| |
80th percentile
|
Three-Year Relative ROATCE (50%)
|
| |
25th percentile
|
| |
50th percentile
|
| |
80th percentile
|
Associated Payout
|
| |
25% of target
|
| |
100% of target
|
| |
150% of target
|
•
|
No Gross-up on Severance Benefits - The Company has adopted a “best after-tax provision” whereby the executive receives the full 280G payment and has the responsibility for any excise tax, or the payment is reduced to the safe harbor amount, whichever will put the executive in the best after-tax position with the most compensation and income.
|
•
|
No Gross-up on Perquisites - There will be a continuation of benefit coverage to be provided by the Company for the requisite number of months. However, any tax resulting from these payments will be the executive’s responsibility.
|
•
|
No Walk Away Provision - The Company has eliminated the ability of the executive to voluntarily terminate his or her employment within 12 months of a Change in Control without good reason. The executive will continue to have the right to terminate employment within 24 months of a Change in Control with good reason and receive severance and other benefits.
|
Position or Salary
|
| |
Target Ownership Guidelines
|
Chief Executive Officer
|
| |
5x salary in stock or 200,000 shares
|
Chief Operating Officer
|
| |
4x salary in stock or 100,000 shares
|
Salary equal to or greater than $250,000
|
| |
3x salary in stock or 50,000 shares
|
Salary below $250,000
|
| |
2x salary in stock or 25,000 shares
|
Compensation Element
|
| |
Changes for 2021
|
|||||||||
Base Salary
|
| |
•
|
| |
Salaries have been reviewed for all NEOs, with changes effective the first pay date in April 2021
|
||||||
|
•
|
| |
Revised salaries take into account the strong performance of the Company, individual performance and the market competitiveness of base salary and total cash compensation
|
||||||||
|
•
|
| |
Salaries for all five NEOs, including the Chairman and CEO, were positioned below the market 50th percentile despite the strong performance of the Company versus the Peer Group and our size being broadly aligned to median
|
||||||||
|
•
|
| |
The following salaries were approved:
|
||||||||
|
| |
|
| |
|
| |||||
|
| |
|
| |
NEO
|
| |
December 31,
2020
($)
|
| |
First Pay in
April 2021
($)
|
|
| |
|
| |
James C. Ryan, III
Chairman and Chief Executive Officer
|
| |
825,000
|
| |
940,000
|
|
| |
|
| |
Brendon B. Falconer
Senior EVP and CFO
|
| |
435,000
|
| |
475,000
|
|
| |
|
| |
James A. Sandgren
President and Chief Operating Officer
|
| |
550,000
|
| |
565,000
|
|
| |
|
| |
Jeffrey L. Knight
EVP and Chief Legal Counsel
|
| |
400,000
|
| |
425,000
|
|
| |
|
| |
Kendra L. Vanzo
Senior EVP and Chief Administrative Officer
|
| |
350,000
|
| |
375,000
|
|
| |
|
| |
|
| |||||
Annual Incentive Compensation
|
| |
•
|
| |
The target opportunity for Mr. Ryan was reduced from 115% to 100% of base salary to better align with peers. The target opportunity for Mr. Sandgren was increased from 75% to 85% to better align with the peer median. The target opportunity for Ms. Vanzo was increased from 50% to 65% of salary to better align with the peer median. Opportunities for the other NEOs were unchanged.
|
||||||
|
| |
|
| |
|
| |||||
Long-Term Incentive Compensation
|
| |
•
|
| |
Target opportunities for NEOs will now be expressed as a value of shares rather than a number of shares.
|
||||||
|
•
|
| |
Upon the recommendation of WTW, the following target opportunities were approved for 2021:
|
||||||||
|
| |
|
| |
|
| |||||
|
| |
|
| |
NEO
|
| |
Target
($)
|
|||
|
| |
|
| |
James C. Ryan, III
Chairman and Chief Executive Officer
|
| |
1,700,000
|
|||
|
| |
|
| |
Brendon B. Falconer
Senior EVP and CFO
|
| |
400,000
|
|||
|
| |
|
| |
James A. Sandgren
President and Chief Operating Officer
|
| |
640,000
|
|||
|
| |
|
| |
Jeffrey L. Knight
EVP and Chief Legal Counsel
|
| |
300,000
|
|||
|
| |
|
| |
Kendra L. Vanzo
Senior EVP and Chief Administrative Officer
|
| |
300,000
|
Name and Principal
Position
|
| |
Year
|
| |
Salary(1)
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(2)
($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation(3)
($)
|
| |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)
($)
|
| |
All Other
Compensation(5)
($)
|
| |
Total
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
James C. Ryan, III
Chairman and CEO
|
| |
2020
|
| |
807,692
|
| |
0
|
| |
1,424,200
|
| |
0
|
| |
1,393,269
|
| |
0
|
| |
83,311
|
| |
3,708,472
|
|
2019
|
| |
646,154
|
| |
0
|
| |
925,588
|
| |
0
|
| |
945,937
|
| |
8,002
|
| |
47,503
|
| |
2,573,184
|
||
|
2018
|
| |
409,038
|
| |
0
|
| |
364,656
|
| |
0
|
| |
389,056
|
| |
0
|
| |
20,918
|
| |
1,184,118
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Brendon B. Falconer
Senior EVP and CFO
|
| |
2020
|
| |
424,615
|
| |
0
|
| |
356,050
|
| |
0
|
| |
477,692
|
| |
28
|
| |
21,608
|
| |
1,279,994
|
|
2019
|
| |
341,308
|
| |
0
|
| |
276,162
|
| |
0
|
| |
282,415
|
| |
2
|
| |
19,866
|
| |
919,753
|
||
|
2018
|
| |
230,192
|
| |
0
|
| |
87,518
|
| |
0
|
| |
101,170
|
| |
0
|
| |
9,766
|
| |
428,646
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James A. Sandgren
President and Chief
Operating Officer
|
| |
2020
|
| |
537,308
|
| |
0
|
| |
623,088
|
| |
0
|
| |
604,472
|
| |
3,176
|
| |
74,099
|
| |
1,842,141
|
|
2019
|
| |
491,538
|
| |
0
|
| |
404,588
|
| |
0
|
| |
438,010
|
| |
5,551
|
| |
59,344
|
| |
1,399,031
|
||
|
2018
|
| |
475,731
|
| |
0
|
| |
364,656
|
| |
0
|
| |
453,015
|
| |
0
|
| |
35,875
|
| |
1,329,277
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jeffrey L. Knight
EVP and Chief Legal
Counsel
|
| |
2020
|
| |
391,577
|
| |
0
|
| |
267,038
|
| |
0
|
| |
293,683
|
| |
3,829
|
| |
25,468
|
| |
981,594
|
|
2019
|
| |
361,423
|
| |
0
|
| |
202,294
|
| |
0
|
| |
230,046
|
| |
596
|
| |
25,901
|
| |
820,260
|
||
|
2018
|
| |
352,423
|
| |
0
|
| |
189,621
|
| |
0
|
| |
258,150
|
| |
404
|
| |
21,652
|
| |
822,250
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Kendra L. Vanzo
Senior EVP and Chief
Administrative
Officer
|
| |
2020
|
| |
341,923
|
| |
0
|
| |
267,038
|
| |
0
|
| |
256,442
|
| |
0
|
| |
33,368
|
| |
898,771
|
|
2019
|
| |
307,477
|
| |
0
|
| |
202,294
|
| |
0
|
| |
195,709
|
| |
10,611
|
| |
28,107
|
| |
716,091
|
||
|
2018
|
| |
279,885
|
| |
0
|
| |
109,399
|
| |
0
|
| |
205,016
|
| |
0
|
| |
20,030
|
| |
594,300
|
(1)
|
Base salary increases for NEOs are effective in the first pay date of April during the calendar year.
|
(2)
|
Stock awards included in Column (e) consist entirely of service-based restricted stock and performance-based restricted stock units granted under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan. The grant date value of the awards is as determined under FASB ASC Topic 718. For performance-based restricted stock, the grant date value is based on the number of units that would be earned at target performance. The value of the award assuming the highest level of performance conditions are achieved for the 2018, 2019, and 2020 awards would be: James Ryan ($492,297, $1,328,006, and $1,954,300); Brendon Falconer ($118,151, $372,696, and $488,575); James Sandgren ($492,297, $546,506, and $855,006); Jeffrey Knight ($255,994, $273,253, and $366,431) and Kendra Vanzo ($147,693, $273,253, and $366,431). For the number of shares of service-based and performance-based restricted stock awarded in 2020, please refer to the Grants of Plan-Based Awards Table.
|
(3)
|
These amounts reflect incentives earned under the Company’s STIP.
|
(4)
|
These amounts reflect the increase of the actuarial present value of the executive’s benefit under our frozen defined benefit plans, plus the amount of the executive’s earnings credit under our Executive Deferred Compensation Plan in excess of the earnings that would have been credited using the applicable federal long-term rate, with compounding (as described by Section 1274(d) of the Internal Revenue Code). The 2020 Change in Pension Values and Non-Qualified Deferred Compensation “excess” earnings were: James Ryan ($0 and -$5,386); Brendon Falconer ($0 and $28), James Sandgren ($0 and $3,176); Jeffrey Knight ($0 and $3,829), and Kendra Vanzo ($0 and -$1,951). The 2019 Change in Pension Values and Non-Qualified Deferred Compensation “excess” earnings were: James Ryan ($0 and $8,002) Brendon Falconer ($0 and $2), James Sandgren ($0 and $5,551); Jeffrey Knight ($0 and $596); and Kendra Vanzo ($0 and $10,611). The 2018 Change in Pension Values and Non-Qualified Deferred Compensation “excess” earnings were: James Ryan ($0 and -$3,826); Brendon Falconer ($0 and $0); James Sandgren ($0 and -$2,190); Jeffrey Knight ($0 and $404); and Kendra Vanzo ($0 and -$6,700).
|
(5)
|
The amounts specified in Column (i) include the following: perquisites, Company contributions to defined contribution plans, cash dividends on restricted stock, and life insurance premiums.
|
Name
|
| |
Perquisites &
Other Personal
Benefits(a)
($)
|
| |
Company
Contributions to
Defined
Contribution
Plans(b)
($)
|
| |
Cash
Dividends on
Restricted Stock
($)
|
| |
Life Insurance
Premiums(c)
($)
|
| |
Total
($)
|
James C. Ryan, III
|
| |
15,420
|
| |
52,100
|
| |
15,167
|
| |
624
|
| |
83,311
|
Brendon B. Falconer
|
| |
0
|
| |
16,037
|
| |
4,947
|
| |
624
|
| |
21,608
|
James A. Sandgren
|
| |
17,585
|
| |
47,022
|
| |
8,867
|
| |
624
|
| |
74,099
|
Jeffrey L. Knight
|
| |
1,541
|
| |
19,196
|
| |
4,107
|
| |
624
|
| |
25,468
|
Kendra L. Vanzo
|
| |
3,510
|
| |
25,462
|
| |
3,850
|
| |
546
|
| |
33,368
|
(a)
|
Messrs. Ryan and Sandgren and Ms. Vanzo received country club membership allowances of $15,420, $16,380, and $1,776 respectively for business development purposes. Additionally, Messrs. Sandgren and Knight and Ms. Vanzo received company executive physical benefits of $1,205, $1,541, and $1,734, respectively.
|
(b)
|
Company Contributions to Defined Contribution Plans include the following amounts to the Old National Bancorp Employee Stock Ownership and Savings Plan and the Old National Bancorp Executive Deferred Compensation Plan, respectively, for the following executive officers: Mr. Ryan: $12,600 and $39,500; Mr. Falconer: $14,311 and $1,726; Mr. Sandgren: $14,500 and $32,522; Mr. Knight: $14,500 and $4,696; and Ms. Vanzo: $13,838 and $11,625.
|
(c)
|
Amounts in this column reflect life insurance premiums paid for each executive officer listed. Executive officers receive group life coverage equal to two times base salary, whereas other employees receive coverage of one times base salary.
|
Median Employee Total Compensation
|
| |
$60,677
|
CEO’s Total Compensation
|
| |
$3,708,532
|
Ratio of CEO to Median Employee Compensation
|
| |
61:1
|
Name
|
| |
Grant
Date
|
| |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant
Date Fair
Value of
Stock
and
Options
Awards
($)(5)
|
||||||||||||
|
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||||||||||||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
James C. Ryan, III
|
| |
1/30/2020
|
| |
464,423
|
| |
928,846
|
| |
1,393,269
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
15,000
|
| |
60,000
|
| |
90,000
|
| |
|
| |
|
| |
|
| |
1,060,200
|
||
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,000
|
| |
|
| |
|
| |
364,000
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Brendon B. Falconer
|
| |
1/30/2020
|
| |
159,231
|
| |
318,461
|
| |
477,692
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
3,750
|
| |
15,000
|
| |
22,500
|
| |
|
| |
|
| |
|
| |
265,050
|
||
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000
|
| |
|
| |
|
| |
91,000
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James A. Sandgren
|
| |
1/30/2020
|
| |
201,491
|
| |
402,981
|
| |
604,472
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
6,563
|
| |
26,250
|
| |
39,375
|
| |
|
| |
|
| |
|
| |
463,838
|
||
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,750
|
| |
|
| |
|
| |
159,250
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jeffrey L. Knight
|
| |
1/30/2020
|
| |
97,894
|
| |
195,789
|
| |
293,683
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
2,813
|
| |
11,250
|
| |
16,875
|
| |
|
| |
|
| |
|
| |
198,788
|
||
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,750
|
| |
|
| |
|
| |
68,250
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Kendra L. Vanzo
|
| |
1/30/2020
|
| |
85,481
|
| |
170,962
|
| |
256,442
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
2,813
|
| |
11,250
|
| |
16,875
|
| |
|
| |
|
| |
|
| |
198,788
|
||
|
1/30/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,750
|
| |
|
| |
|
| |
68,250
|
(1)
|
All non-equity incentive plan awards are made pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan.
|
(2)
|
The shares in Columns (f), (g), and (h) are performance-based restricted stock units granted under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan. The performance period for 100% of the performance-based awards is the three-year period ending December 31, 2022. The restriction period for 100% of the performance-based grant ends on the date of the Company’s annual filing on Form 10-K in 2023. For all executive awards, 50% of the grant is based upon the company's Return on Average Tangible Common Equity with the other 50% of the grant based upon Total Shareholder Return as compared to the company's peer group. Dividends accumulate on earned shares and are paid in the form of shares.
|
(3)
|
The shares in Column (i) are service-based restricted shares granted under the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan that vest in three substantially equal installments on February 1 of 2021, 2022 and 2023. Vesting is contingent upon the Executive Officers remaining employed during the required service period. Executive Officers are entitled to dividends during the vesting period on the number of outstanding shares.
|
(4)
|
No stock options were granted in 2020.
|
(5)
|
The fair market value of the service-based restricted stock units reported in Column (l) is the grant date value of the awards based on the closing stock price. The fair market value of the internal performance-based restricted stock units reported in Column (l) is the grant date value based on the closing stock price less the present value of dividends expected to be paid during the requisite performance period. A Monte-Carlo simulation is used to determine the fair market value of the relative performance-based restricted stock units.
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number
of
Shares
or Units
of Stock
that
Have
Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock
that
Have Not
Vested
($)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights that
Have Not
Vested
(#)
|
| |
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights that
Have Not
Vested
($)
|
||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
James C. Ryan, III
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,084(1A)
|
| |
34,511
|
| |
6,576(2)
|
| |
108,899
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000(1B)
|
| |
82,800
|
| |
19,700(3)
|
| |
326,232
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,000(1C)
|
| |
331,200
|
| |
17,282(4)
|
| |
286,190
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,577(2)
|
| |
|
Brendon B. Falconer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
500(1A)
|
| |
8,280
|
| |
|
| |
26,115
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,334(1B)
|
| |
55,211
|
| |
4,729(3)
|
| |
78,312
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000(1C)
|
| |
82,800
|
| |
4,320(4)
|
| |
71,539
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James A. Sandgren
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,084(1A)
|
| |
34,511
|
| |
6,576(2)
|
| |
108,899
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000(1B)
|
| |
82,800
|
| |
7,205(3)
|
| |
119,315
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,750(1C)
|
| |
144,900
|
| |
7,561(4)
|
| |
125,210
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jeffrey L. Knight
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,084(1A)
|
| |
17,951
|
| |
3,420(2)
|
| |
56,635
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,500(1B)
|
| |
41,400
|
| |
3,603(3)
|
| |
59,666
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,750(1C)
|
| |
62,100
|
| |
3,241(4)
|
| |
53,671
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Kendra L. Vanzo
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
625(1A)
|
| |
10,350
|
| |
1,972(2)
|
| |
32,656
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,500(1B)
|
| |
41,400
|
| |
3,603(3)
|
| |
59,666
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,750(1C)
|
| |
62,100
|
| |
3,241(4)
|
| |
53,671
|
(1A)
|
Service-based restricted shares granted in 2018 that will become vested on February 1, 2021.
|
(1B)
|
Service-based restricted shares granted in 2019 that will become vested in two substantially equal installments on February 1 of 2021 and 2022.
|
(1C)
|
Service-based restricted shares granted in 2020 that will become vested in three substantially equal installments on February 1 of 2021, 2022 and 2023.
|
(2)
|
This award represents performance-based restricted stock units granted in 2018. The number of units assumes that maximum performance has been achieved. The executive officers' interest in any earned shares will vest on the distribution date which will be the date of the Company’s annual filing on Form 10-K in 2021.
|
(3)
|
This award represents performance-based restricted stock units granted in 2019. The number of units assumes that threshold performance has been achieved. The executive officers' interest in any earned shares will vest on the distribution date which will be the date of the Company’s annual filing on Form 10-K in 2022.
|
(4)
|
This award represents performance-based restricted stock units granted in 2020. The number of units assumes that threshold performance has been achieved. The executive officers' interest in any earned shares will vest on the distribution date which will be the date of the Company’s annual filing on Form 10-K in 2023.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of Shares
Acquired on
Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of Shares
Acquired on Vesting
(#)
|
| |
Value Realized on
Vesting
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
James C. Ryan, III
|
| |
0
|
| |
0
|
| |
30,832
|
| |
560,067
|
Brendon B. Falconer
|
| |
0
|
| |
0
|
| |
7,416
|
| |
134,394
|
James A. Sandgren
|
| |
0
|
| |
0
|
| |
30,832
|
| |
560,067
|
Jeffrey L. Knight
|
| |
0
|
| |
0
|
| |
19,395
|
| |
352,477
|
Kendra L. Vanzo
|
| |
0
|
| |
0
|
| |
11,718
|
| |
212,819
|
Name
|
| |
Executive
Contributions
in Last Fiscal
Year
($)
|
| |
Registrant
Contributions
in Last Fiscal
Year(1) ($)
|
| |
Aggregate
Earnings in
Last Fiscal
Year(2)
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance at
Last Fiscal
Year End(3)
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
James C. Ryan, III
|
| |
143,055
|
| |
39,500
|
| |
(1,201)
|
| |
0
|
| |
307,772
|
Brendon B. Falconer
|
| |
0
|
| |
1,726
|
| |
60
|
| |
0
|
| |
2,034
|
James A. Sandgren
|
| |
75,631
|
| |
32,522
|
| |
6,332
|
| |
0
|
| |
244,127
|
Jeffrey L. Knight
|
| |
19,579
|
| |
4,696
|
| |
4,756
|
| |
0
|
| |
72,200
|
Kendra L. Vanzo
|
| |
44,450
|
| |
11,625
|
| |
983
|
| |
0
|
| |
218,312
|
(1)
|
These amounts are also included under All Other Compensation in the Summary Compensation Table on page 43.
|
(2)
|
Of the 2020 balances reported in this column, the amounts of $0; $28; $3,176; $3,829; and $0 with respect to Messrs. Ryan, Falconer, Sandgren, Knight, and Ms. Vanzo, respectively, were reported under Change in Pension Value and Non-Qualified Deferred Compensation in the Summary Compensation Table, on page 43.
|
(3)
|
Of the 2020 balances reported in this column, the amounts of $29,711, $241, $39,773, $34,702, and $0 with respect to Messrs. Ryan, Falconer, Sandgren, Knight, and Ms. Vanzo respectively, were reported in the Summary Compensation Table in prior years.
|
Executive Benefits and
Payments Upon Termination
|
| |
Voluntary
Termination
|
| |
Involuntary Not
for Cause
Termination
|
| |
For Cause
Termination
|
| |
Involuntary or
Good Reason
Termination
Upon Change in
Control
|
| |
Termination on
Account of
Disability
|
| |
Termination on
Account of Death
|
Compensation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Base Salary
|
| |
$0
|
| |
$1,650,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Short-Term Incentive
|
| |
$0
|
| |
$1,897,500
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Change in Control Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$6,098,276(1)
|
| |
$0
|
| |
$0
|
Long Term Incentive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Performance-Based Restricted Stock Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2019-2021 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$1,035,000(2)
|
| |
$1,552,500(3)
|
| |
$1,035,000(4)
|
2020-2022 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$993,600(2)
|
| |
$1,490,400(3)
|
| |
$993,600(4)
|
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested & Accelerated
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Service-Based Restricted Stock
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested Awards
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$448,511(2)
|
| |
$448,511(3)
|
| |
$448,511(4)
|
Benefits and Perquisites:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical / Life & Outplacement
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$0
|
Total
|
| |
$0
|
| |
$3,609,420
|
| |
$0
|
| |
$8,637,307
|
| |
$3,491,411
|
| |
$2,477,111
|
(1)
|
The Change in Control severance is calculated using Mr. Ryan's actual 2019 bonus percentage at 127.3% of target.
|
(2)
|
Performance-based restricted stock units and all service-based restricted stock units are treated as fully earned at target level and the period of restriction lapses upon a change in control and subsequent termination of employment.
|
(3)
|
If Mr. Ryan terminates employment on account of his disability, he will continue as a participant through the service and performance period, and his 2019, and 2020 performance-based restricted stock units (including forfeiture of some or all shares) and unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(4)
|
If Mr. Ryan dies while an employee, the period of restriction will lapse, and 2019 and 2020 performance-based restricted stock units will be treated as earned at the “target” level.
|
Executive Benefits and Payments Upon Termination
|
| |
Voluntary
Termination
|
| |
Involuntary
Not for Cause
Termination
|
| |
For Cause
Termination
|
| |
Involuntary or
Good Reason
Termination
Upon Change
in Control
|
| |
Termination
on Account of
Disability
|
| |
Termination
on Account
of Death
|
Compensation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Base Salary
|
| |
$0
|
| |
$870,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Short-Term Incentive
|
| |
$0
|
| |
$652,500
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Change in Control Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$2,384,822(1)
|
| |
$0
|
| |
$0
|
Long Term Incentive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Performance-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2019-2021 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$248,400(2)
|
| |
$372,600(3)
|
| |
$248,400(4)
|
2020-2022 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$248,400(2)
|
| |
$372,600(3)
|
| |
$248,400(4)
|
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested & Accelerated
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Service-Based Restricted Stock
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested Awards
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$146,291(2)
|
| |
$146,291(3)
|
| |
$146,291(4)
|
Benefits and Perquisites:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical / Life & Outplacement
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$0
|
Total
|
| |
$0
|
| |
$1,584,420
|
| |
$0
|
| |
$3,089,833
|
| |
$891,491
|
| |
$643,091
|
(1)
|
The Change in Control severance is calculated using Mr. Falconer's actual 2019 bonus percentage at 127.3% of target.
|
(2)
|
Performance-based restricted stock units and all service-based restricted stock units are treated as fully earned at target level and the period of restriction lapses upon a change in control and subsequent termination of employment.
|
(3)
|
If Mr. Falconer terminates employment on account of his disability, he will continue as a participant through the service and performance period, and his 2019 and 2020 performance-based restricted stock units (including forfeiture of some or all shares) and unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(4)
|
If Mr. Falconer dies while an employee, the period of restriction will lapse, and 2019 and 2020 performance-based restricted stock units will be treated as earned at the “target” level.
|
Executive Benefits and
Payments Upon Termination
|
| |
Voluntary
Termination
|
| |
Involuntary
Not for Cause
Termination
|
| |
For Cause
Termination
|
| |
Involuntary or
Good Reason
Termination
Upon Change in
Control
|
| |
Termination
on Account of
Disability
|
| |
Termination
on Account of
Death
|
Compensation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Base Salary
|
| |
$0
|
| |
$1,100,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Short-Term Incentive
|
| |
$0
|
| |
$825,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Change in Control Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$3,120,315(1)
|
| |
$0
|
| |
$0
|
Long Term Incentive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Performance-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2019-2021 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$372,600(2)
|
| |
$558,900(3)
|
| |
$372,600(4)
|
2020-2022 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$434,700(2)
|
| |
$652,050(3)
|
| |
$434,700(4)
|
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested & Accelerated
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Service-Based Restricted Stock
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested Awards
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$262,211(2)
|
| |
$262,211(3)
|
| |
$262,211(4)
|
Benefits and Perquisites:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical / Life & Outplacement
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$0
|
Total
|
| |
$0
|
| |
$1,986,920
|
| |
$0
|
| |
$4,251,746
|
| |
$1,473,161
|
| |
$1,069,511
|
(1)
|
The Change in Control severance is calculated using Mr. Sandgren's actual 2019 bonus percentage at 127.3% of target
|
(2)
|
Performance-based restricted stock units and all service-based restricted stock units are treated as fully earned at target level and the period of restriction lapses upon a change in control and subsequent termination of employment
|
(3)
|
If Mr. Sandgren terminates employment on account of his disability, he will continue as a participant through the service and performance period, and his 2019 and 2020 performance-based restricted stock units (including forfeiture of some or all shares) and unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(4)
|
If Mr. Sandgren dies while an employee, the period of restriction will lapse, and the 2019 and 2020 performance-based restricted stock units will be treated as earned at the “target” level.
|
Executive Benefits and
Payments Upon Termination
|
| |
Voluntary
Termination/
Retirement
|
| |
Involuntary
Not for Cause
Termination
|
| |
For Cause
Termination
|
| |
Involuntary or
Good Reason
Termination
Upon Change in
Control
|
| |
Termination
on Account of
Disability
|
| |
Termination
on Account of
Death
|
Compensation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Base Salary
|
| |
$0
|
| |
$400,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Short-Term Incentive
|
| |
$0
|
| |
$200,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Change in Control Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$1,309,200(2)
|
| |
$0
|
| |
$0
|
Long Term Incentive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Performance-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2019-2021 (Performance Period)
|
| |
$279,450(1)
|
| |
$0
|
| |
$0
|
| |
$186,300(3)
|
| |
$279,450(4)
|
| |
$186,300(5)
|
2020-2022 (Performance Period)
|
| |
$279,450(1)
|
| |
$0
|
| |
$0
|
| |
$186,300(3)
|
| |
$279,450(4)
|
| |
$186,300(5)
|
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested & Accelerated
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Service-Based Restricted Stock
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested Awards
|
| |
$121,451(1)
|
| |
$0
|
| |
$0
|
| |
$121,451(3)
|
| |
$121,451(4)
|
| |
$121,451(5)
|
Benefits and Perquisites:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical / Life & Outplacement
|
| |
$0
|
| |
$38,460
|
| |
$0
|
| |
$61,920
|
| |
$0
|
| |
$0
|
Total
|
| |
$680,351
|
| |
$638,460
|
| |
$0
|
| |
$1,865,171
|
| |
$680,351
|
| |
$494,051
|
(1)
|
If Mr. Knight voluntarily terminates his employment, based upon his age and years of service, his termination would be classified as a retirement. As such, he will continue as a participant through the service and performance period, and his 2019 and 2020 performance-based shares (including the forfeiture of some or all shares) and his unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(2)
|
The Change in Control severance is calculated using Mr. Knight's actual 2019 bonus percentage at 127.3% of target.
|
(3)
|
Performance-based restricted stock units and all service-based restricted stock units are treated as fully earned at target level and the period of restriction lapses upon a change in control and subsequent termination of employment.
|
(4)
|
If Mr. Knight terminates employment on account of his disability, he will continue as a participant through the service and performance period, and his 2019 and 2020 performance-based units (including forfeiture of some or all shares) and unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(5)
|
If Mr. Knight dies while an employee, the period of restriction will lapse, and 2019 and 2020 performance-based units will be treated as earned at the “target” level.
|
Executive Benefits and
Payments Upon Termination
|
| |
Voluntary
Termination/
Retirement
|
| |
Involuntary
Not for Cause
Termination
|
| |
For Cause
Termination
|
| |
Involuntary or
Good Reason
Termination Upon
Change in Control
|
| |
Termination
on Account of
Disability
|
| |
Termination
on Account of
Death
|
Compensation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Base Salary
|
| |
$0
|
| |
$350,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Short-Term Incentive
|
| |
$0
|
| |
$175,000
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Change in Control Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$1,145,550(1)
|
| |
$0
|
| |
$0
|
Long Term Incentive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Performance-Based Restricted Shares
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
2019-2021 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$186,300(2)
|
| |
$279,450(3)
|
| |
$186,300(4)
|
2020-2022 (Performance Period)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$186,300(2)
|
| |
$279,450(3)
|
| |
$186,300(4)
|
Stock Options
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested & Accelerated
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Service-Based Restricted Stock
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unvested Awards
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$16,560(2)
|
| |
$16,560(3)
|
| |
$16,560(4)
|
Benefits and Perquisites:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Medical / Life & Outplacement
|
| |
$0
|
| |
$30,636
|
| |
$0
|
| |
$30,636
|
| |
$0
|
| |
$0
|
Reduction for 280G
|
| |
|
| |
|
| |
|
| |
-$284,912(5)
|
| |
|
| |
|
Total
|
| |
$0
|
| |
$555,636
|
| |
$0
|
| |
$1,280,434
|
| |
$575,460
|
| |
$389,160
|
(1)
|
The Change in Control severance is calculated using Ms. Vanzo's actual 2019 bonus percentage at 127.3% of target.
|
(2)
|
Performance-based restricted stock units and all service-based restricted stock units are treated as fully earned at target level and the period of restriction lapses upon a change in control and subsequent termination of employment.
|
(3)
|
If Ms. Vanzo terminates employment on account of her disability, she will continue as a participant through the service and performance period, and her 2019 and 2020 performance-based units (including forfeiture of some or all shares) and unvested restricted stock will be determined at the end of those periods in accordance with the agreement(s) and paid shortly after the end of the period. The amount recorded assumes the maximum payment is earned under those agreement(s).
|
(4)
|
If Ms. Vanzo dies while an employee, the period of restriction will lapse, and the 2019 and 2020 performance-based shares will be treated as earned at the “target” level.
|
(5)
|
Under Code Section 4999, a 20% excise tax is imposed on change in control payments that are “excess parachute payments” within the meaning of Section 280G(b)(1). In order to provide Ms. Vanzo with the “best after tax” benefit in accordance with her Severance and Change In Control agreement, her payment would be reduced to the safe harbor amount which is three times her base amount less $1.
|
Name of Person
|
| |
Number of Shares
Beneficially Owned (1)
|
| |
Percent of
Common Stock
|
Brendon B. Falconer
|
| |
74,413(2)
|
| |
*
|
Andrew E. Goebel
|
| |
53,462(3)
|
| |
*
|
Jerome F. Henry, Jr.
|
| |
321,966(4)
|
| |
*
|
Daniel S. Hermann
|
| |
23,656
|
| |
*
|
Ryan C. Kitchell
|
| |
19,421(5)
|
| |
*
|
Jeffrey L. Knight
|
| |
135,960(6)
|
| |
*
|
Phelps L. Lambert
|
| |
190,801(7)
|
| |
*
|
Austin M. Ramirez
|
| |
2,858
|
| |
*
|
James C. Ryan III
|
| |
368,172(8)
|
| |
*
|
Thomas E. Salmon
|
| |
12,854(9)
|
| |
*
|
Randall T. Shepard
|
| |
33,804
|
| |
*
|
James A. Sandgren
|
| |
218,445(10)
|
| |
*
|
Rebecca S. Skillman
|
| |
24,720
|
| |
*
|
Derrick J. Stewart
|
| |
16,196(11)
|
| |
*
|
Kendra L. Vanzo
|
| |
101,235(12)
|
| |
*
|
Katherine E. White
|
| |
15,889(13)
|
| |
*
|
Linda E. White
|
| |
90,510(14)
|
| |
*
|
Directors and Executive Officers as a Group (19 persons)
|
| |
1,901,489
|
| |
1.15%
|
(1)
|
Unless otherwise indicated in a footnote, each person listed in the table possesses sole voting and sole investment power with respect to the shares shown in the table to be owned by that person.
|
(2)
|
Includes 46,996 shares of performance-based restricted stock and 10,667 shares of service-based restricted stock.
|
(3)
|
Includes 4,611 shares held by Darlene Goebel, Mr. Goebel's spouse.
|
(4)
|
Includes 146,370 shares held by Jerome & Rebecca Henry
|
(5)
|
Includes 19,421 shares of phantom stock in the Director Deferred Compensation Plan.
|
(6)
|
Includes 35,247 shares of performance-based restricted stock, and 8,000 shares of service-based restricted stock and 1,789 shares of phantom stock in the Executive Deferred Compensation Plan.
|
(7)
|
Includes 12,764 shares held by Carol M. Lambert, Mr. Lambert's spouse. Also includes 35,108 shares of phantom stock in the Director Deferred Compensation Plan.
|
(8)
|
Includes 194,737 shares of performance-based restricted stock and 39,914 shares of service-based restricted stock, and 6,188 shares of phantom stock in the Executive Deferred Compensation Plan.
|
(9)
|
Includes 12,854 shares of phantom stock in the Director Deferred Compensation Plan.
|
(10)
|
Includes 75,945 shares of performance-based restricted stock, 17,399 shares of service-based restricted stock, and 6,924 shares of phantom stock in the Executive Deferred Compensation Plan.
|
(11)
|
Includes 9,283 shares of phantom stock in the Director Deferred Compensation Plan.
|
(12)
|
Includes 35,247 shares of performance-based restricted stock, 8,000 shares of service-based restricted stock and 3,499 shares of phantom stock in the Executive Deferred Compensation Plan.
|
(13)
|
Includes 10,376 shares of phantom stock in the Director Deferred Compensation Plan.
|
(14)
|
Includes 84,189 shares of phantom stock in the Director Deferred Compensation Plan.
|
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned
|
| |
Percent of
Common Stock
|
BlackRock, Inc.
55 E. 52nd Street
New York, NY 10055
|
| |
24,274,478(1)
|
| |
14.70%
|
|
| |
|
| |
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
17,101,789(2)
|
| |
10.34%
|
|
| |
|
| ||
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
|
| |
11,827,427(3)
|
| |
7.20%
|
(1)
|
Ownership based on the Schedule 13G/A filed by BlackRock, Inc. on January 26, 2021, which reported 24,274,478 shares beneficially owned with sole voting power over 24,014,483 shares and sole dispositive power over 24,274,478 shares.
|
(2)
|
Ownership based on the Schedule 13G/A filed by The Vanguard Group on February 10, 2021, reporting 17,101,789 shares beneficially owned with shared voting power over 164,921 shares, sole dispositive power over 16,793,122 shares, and shared dispositive power over 308,667 shares.
|
(3)
|
Ownership based on the Schedule 13G/A filed by Dimensional Fund Advisors, LP on February 16, 2021, reporting 11827,427 shares beneficially owned with sole voting power over 11,559,827 shares, and sole dispositive power over 11,827,427 shares.
|
•
|
Correction of an Inadvertent Error. As described above, the Plan contained an inadvertent error with respect to the definition of “Effective Date” as set forth in Section 2.01(p) of the Plan, which impacts the automatic termination date as set forth in Section 14.01 of the Plan, which provided that the Plan shall terminate automatically ten years after the “Effective Date.” When the Plan was amended and restated in 2017, the Company failed to update, due to an inadvertent error, this defined term from May 15, 2008 to April 27, 2017, which could be read to result in the automatic termination of the Plan ten years later on May 15, 2018. The 2021 Amendment provides that the effective date of the Plan is amended to April 27, 2017, retroactively effective as of April 27, 2017, which is the date on which the Company’s shareholders last approved the Plan.
|
•
|
with respect to grants to persons covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); or
|
•
|
in a way that would jeopardize the Plan’s satisfaction of Rule 16b-3 of the Securities Exchange Act.
|
•
|
if, upon a change in control, an outstanding award is replaced with a new award with comparable terms and conditions as the original award, then the award will continue vesting under its original terms, provided that if the participant’s employment is terminated without good cause or for good reason within two years following the change in control, then the awards will fully vest, with performance-based awards vesting as if a target level of performance was achieved; or
|
•
|
if, upon a change in control, an outstanding award is not replaced with a new award with comparable terms and conditions, then such outstanding award will fully vest upon the change in control, with performance-based awards vesting as if a target level of performance was achieved.
|
Name and Position
|
| |
Dollar
Value(3)
($)
|
| |
Number
of PSUs
|
| |
Number of
Restricted
Shares
|
| |
Number of
Shares of
Common
Stock
|
James C. Ryan, III, Chairman & CEO
|
| |
$1,7000,000
|
| |
72,237
|
| |
24,080
|
| |
96,317
|
Brendon B. Falconer, Senior EVP and CFO
|
| |
$400,000
|
| |
16,996
|
| |
5,666
|
| |
22,662
|
James A. Sandgren, President and Chief Operating Officer
|
| |
$640,000
|
| |
27,195
|
| |
9,065
|
| |
36,260
|
Jeffrey L. Knight, EVP and Chief Legal Counsel
|
| |
$300,000
|
| |
12,747
|
| |
4,250
|
| |
16,997
|
Kendra L. Vanzo, Senior EVP and Chief Administrative Officer
|
| |
$300,000
|
| |
12,747
|
| |
4,250
|
| |
16,997
|
Executive Group(1)
|
| |
$5,575,000
|
| |
236,887
|
| |
78,970
|
| |
315,857
|
Non-Executive Officer Employee Group(2)
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
(1)
|
This group includes all of the Company’s current executive officers.
|
(2)
|
This group includes all of the Company’s employees, including its officers who are not executive officers.
|
(3)
|
The value of PSU and Restricted Shares Long Term Incentive was based on a stock price of $17.65/share, which was the volume weighted average share prices for the 20 days preceding and including the grant date of 1/28/2021.
|
|
| |
Dollar
Value
($)
|
| |
Number
of PSUs
|
| |
Number of
Restricted
Shares
|
| |
Number of
Shares of
Common
Stock(2)
|
Non-Executive Directors Group(1)
|
| |
60,000
|
| |
—
|
| |
—
|
| |
3,176
|
(1)
|
The dollar value and number of shares of common stock are presented on a per person basis. There are currently 12 non-employee directors that comprise the Non-Executive Director Group.
|
(2)
|
Reflects the number of shares to be awarded for 2021 based on the closing price of $18.89 on February 24, 2021. Actual stock grant payments to be awarded in 2021 will be based on average high and low prices at the time the grants are made.
|
•
|
awards of unrestricted shares to non-employee Directors during fiscal year 2018, as set forth in more detail in the proxy statement for the 2019 annual meeting of the Company’s shareholders, filed with the SEC on March 6, 2019 (the “2019 Proxy Statement”), to the extent such awards were issued after May 15, 2018;
|
•
|
awards of performance-based restricted stock units to the then-current CEO during fiscal year 2018, as set forth in more detail in the 2019 Proxy Statement, to the extent such awards were issued after May 15, 2018;
|
•
|
awards of performance-based restricted stock units and service-based restricted stock to the then-current NEOs (other than the CEO) during fiscal year 2018, as set forth in more detail in the 2019 Proxy Statement, to the extent such awards were issued after May 15, 2018;
|
•
|
awards of unrestricted shares to non-employee Directors during fiscal year 2019, as set forth in more detail in the proxy statement for the 2020 annual meeting of the Company’s shareholders, filed with the SEC on March 9, 2020 (the “2020 Proxy Statement”);
|
•
|
awards of performance-based restricted stock units to our then-current Executive Chairman during fiscal year 2019, as set forth in more detail in the 2020 Proxy Statement;
|
•
|
awards of performance-based restricted stock units and service-based restricted stock to our then-current NEOs (other than the Executive Chairman) during fiscal year 2019, as set forth in more detail in the 2020 Proxy Statement;
|
•
|
awards of unrestricted shares to non-employee Directors during fiscal year 2020, as set forth in more detail in this Proxy Statement under “Director Compensation Overview—Retainers” above;
|
•
|
awards of performance-based restricted stock units and service-based restricted stock to our NEOs during fiscal year 2020, as set forth in more detail in this Proxy Statement under “Executive Compensation in 2020” above; and
|
•
|
awards approved and authorized by the Board on January 28, 2021.
|
•
|
EPS of $1.36
|
•
|
Net Income of $226.4 million
|
•
|
ROE of 7.87%
|
•
|
ROA of 1.04%
|
•
|
Efficiency Ratio of 62.91%
|
•
|
Net Charge-Off (Recovery) Ratio of 0.02%
|
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
Audit Fees
|
| |
$1,503,250
|
| |
$1,724,300
|
Audit Related Fees
|
| |
0
|
| |
17,465
|
Tax Fees
|
| |
0
|
| |
0
|
All Other Fees
|
| |
0
|
| |
79,310
|
|
| |
$1,503,250
|
| |
$1,821,075
|
•
|
any one or more of its Directors, members or employees,
|
•
|
any firm of which one or more of its Directors are members or employees or in which they are interested, or
|
•
|
any corporation or association of which one or more of its Directors are shareholders, members, Directors, officers, or employees or in which they are interested.
|
|
| |
OLD NATIONAL BANCORP
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
Name:
|
| |
|
|
| |
Title:
|
| |
|
(a)
|
“Act” or “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.
|
(b)
|
“Affiliate” means any corporation or any other entity (including, but not limited to, a partnership, limited liability company, joint venture, or Subsidiary) controlling, controlled by, or under common control with the Company.
|
(c)
|
“Affiliated SAR” means an SAR that is granted in connection with a related Option and is deemed to be exercised at the same time as the related Option is exercised.
|
(d)
|
“Aggregate Share Limit” has the meaning specified in Section 4.01(a).
|
(e)
|
“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Service-Based Restricted Stock, Performance-Based Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Shares, or Short-Term Incentive Awards.
|
(f)
|
“Award Agreement” means the written agreement that sets forth the terms and conditions applicable to an Award.
|
(g)
|
“Board” or “Board of Directors” means the Company's Board of Directors, as constituted from time to time.
|
(h)
|
“Cashless Exercise” means, if there is a public market for the Shares, the payment of the Exercise Price for Options (i) through a same day sale commitment from the Participant and a FINRA member firm, whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay the Exercise Price, and whereby the FINRA member firm irrevocably commits upon receipt of such stock to forward the Exercise Price directly to the Company, or (ii) through a margin commitment from the Participant and a FINRA member firm whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the FINRA member firm in a margin
|
(i)
|
“Cause” means, for purposes of determining whether and when a Participant has incurred a Termination of Service for Cause, (i) any act or failure to act that permits the Company or an Affiliate to terminate the written agreement or arrangement between the Participant and the Company or Affiliate for “cause,” as defined in such agreement or arrangement or, (ii) if there is no such agreement or arrangement, or the agreement or arrangement does not define the term “cause,” any act or failure to act deemed to constitute “cause” under the Company's established and applied practices, policies, or guidelines applicable to the Participant.
|
(j)
|
“Change in Control” has the meaning specified in Section 15.02.
|
(k)
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
|
(l)
|
“Committee” means the Compensation and Management Development Committee of the Board or such other committee appointed by the Board pursuant to Section 3.01 to administer the Plan.
|
(m)
|
“Company” means Old National Bancorp, an Indiana corporation, and any successor thereto.
|
(n)
|
“Covered Employee” means an Employee who is a “covered employee” as defined in Code Section 162(m)(3).
|
(o)
|
“Director” means any individual who is a member of the Board of Directors.
|
(p)
|
“Effective Date” means May 15, 2008, which is the date on which the Company's shareholders initially approved the Plan.
|
(q)
|
“Employee” means an officer or key employee of the Company or an Affiliate.
|
(r)
|
“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.
|
(s)
|
“Fair Market Value” means, with respect to a Share as of a particular date, the per share closing price for the Shares on such date, as reported by the principal exchange or market over which the Shares are then listed or regularly traded. If Shares are not traded over the applicable exchange or market on the date as of which the determination of Fair Market Value is made, “Fair Market Value” means the per share closing price for the Shares on the most recent preceding date on which the Shares were traded over such exchange or market. If the Shares are not traded on national securities exchange or market, the “Fair Market Value” of a Share shall be determined by the Committee in a reasonable manner pursuant to a reasonable valuation method. Notwithstanding anything to the contrary in the foregoing, as of any date, the “Fair Market Value” of a Share shall be determined in a manner consistent with avoiding adverse tax consequences under Code Section 409A and, with respect to an Incentive Stock Option, in the manner required by Code Section 422.
|
(t)
|
“FINRA” means the Financial Industry Regulatory Authority.
|
(u)
|
“Fiscal Year” means the annual accounting period of the Company.
|
(v)
|
“Freestanding SAR” means an SAR that is granted independently of any Option.
|
(w)
|
“Good Reason” means, with respect to any Participant, the meaning ascribed to such term in any employment, severance or change in control agreement entered into by such Participant. If the Participant has not entered into any employment, severance, or change in control agreement with a definition of “Good Reason,” then “Good Reason” means the occurrence of one or more of the following events within the two-year period following a Change in Control:
|
(i)
|
A material diminution in the Participant's authority, duties, or responsibilities or in those of the individual to whom the Participant is required to report;
|
(ii)
|
The Participant's annual base salary is materially reduced;
|
(iii)
|
The Participant's principal place of employment with the Company or the Post-CIC Entity is relocated a material distance (which for this purpose shall be deemed to be more than 50 miles) from such Participant's principal place of employment immediately prior to the Change in Control; or
|
(iv)
|
Any other action or inaction that constitutes a material breach by the Company or the Post-CIC Entity of this Plan, any Award Agreement or any other agreement under which the Participant provides his or her services to the Company or the Post-CIC Entity.
|
(x)
|
“Grant Date” means the date specified by the Committee or the Board on which a grant of an Award under this Plan will become effective, which date will not be earlier than the date on which the Committee or the Board takes action with respect thereto.
|
(y)
|
“Incentive Stock Option” means an option to purchase Shares that is granted pursuant to the Plan, is designated as an “incentive stock option,” and satisfies the requirements of Code Section 422.
|
(z)
|
“1999 Plan” means the Old National Bancorp 1999 Equity Incentive Plan, which was approved by shareholders on April 15, 1999.
|
(aa)
|
“Nonqualified Stock Option” means an option to purchase Shares that is granted pursuant to the Plan and is not an Incentive Stock Option.
|
(bb)
|
“Option” means an Incentive Stock Option or a Nonqualified Stock Option.
|
(cc)
|
“Option Period” means the period during which an Option is exercisable in accordance with the applicable Award Agreement and Article VI.
|
(dd)
|
“Participant” means an Employee or a Director to whom an Award has been granted.
|
(ee)
|
“Performance Award” means, with respect to a Participant for a Performance Period, an Award under which the amount payable to the Participant (if any) is contingent on the achievement of pre-established Performance Targets during the Performance Period.
|
(ff)
|
“Performance-Based Compensation” means compensation described in Code Section 162(m)(4)(C) that is excluded from “applicable employee remuneration” under Code Section 162(m).
|
(gg)
|
“Performance-Based Restricted Stock” means Restricted Stock that is subject to forfeiture unless specified Performance Targets are satisfied during the Performance Period.
|
(hh)
|
“Performance Measures” means, with respect to a Performance Award, the objective factors used to determine the amount (if any) payable pursuant to the Award. “Performance Measures” shall be based on any of the factors listed below, alone or in combination, as determined by the Committee. Such factors may be applied (i) on a corporate-wide or business-unit basis, (ii) including or excluding one or more Subsidiaries, (iii) in comparison with plan, budget, or prior performance, and/or (iv) on an absolute basis or in comparison with peer-group performance. The factors that may be used as Performance Measures are: (1) interest income; (2) net interest income; (3) interest expense; (4) net interest margin; (5) non-interest income; (6) fee income; (7) revenues; (8) securities gains or losses; (9) other income; (10) deposits; (11) deposit growth; (12) deposit market share; (13) non-interest expense; (14) total expenses; (15) efficiency ratio; (16) credit quality; (17) non-performing assets; (18) net charge offs; (19) provision expense; (20) operating income; (21) budgeted margin (which is business unit income before taxes excluding intangible amortization and unallocated expenses); (22) net income; (23) earnings per share; (24) return on assets; (25) return on equity; (26) return on average tangible common equity; (27) return on average tangible common shareholders' equity; (28) regulatory capital ratios; (29) stock price; (30) dividends; (31) total shareholder return; (32) operating leverage; (33) productivity; (34) customer satisfaction; (35 employee diversity goals or employee turnover; (36) specified objective social goals; and (37) goals relating to acquisitions or divestitures of subsidiaries or business units. Performance Measures may differ from Participant to Participant and from Award to Award.
|
(ii)
|
“Performance Period” means the period of time during which Performance Targets must be achieved with respect to an Award, as established by the Committee.
|
(jj)
|
“Performance Share” means an Award granted to a Participant pursuant to Section 10.01, the initial value of which is equal to the Fair Market Value of a Share on the Grant Date.
|
(kk)
|
“Performance Targets” means, with respect to a Performance Award for a Performance Period, the objective performance under the Performance Measures for that Performance Period that will result in payments under the Performance Award. Performance Targets may differ from Participant to Participant and Award to Award.
|
(ll)
|
“Performance Unit” means an Award granted to a Participant pursuant to Section 10.01, the initial value of which is established by the Committee on or before the Grant Date.
|
(mm)
|
“Period of Restriction” means the period during which a Share of Restricted Stock is subject to restrictions and a substantial risk of forfeiture.
|
(nn)
|
“Plan” means the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as set out in this instrument and as hereafter amended from time to time.
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(oo)
|
“Post-CIC Entity” means any entity (or any successor or parent thereof) that effects a Change in Control pursuant to Article XVI.
|
(pp)
|
“Restricted Stock” means an Award granted to a Participant pursuant to Section 8.01.
|
(qq)
|
“Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 9.01 and represents the right of the Participant to receive Shares or cash at the end of the specified period.
|
(rr)
|
“Retirement” means, with respect to a Participant, Termination of Service after having (i) completed at least five years of service with the Company and (ii) reached age fifty-five (55). For purposes of the preceding sentence, service with an Affiliate shall be considered service with the Company.
|
(ss)
|
“Rule 16b-3” means Rule 16b-3 under the 1934 Act and any future rule or regulation amending, supplementing, or superseding such rule.
|
(tt)
|
“Section 16 Person” means a person subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions that involve equity securities of the Company.
|
(uu)
|
“Service-Based Restricted Stock” means Restricted Stock with restrictions based only on the Participant's continued service to the Company and/or an Affiliate.
|
(vv)
|
“Shares” means the whole shares of issued and outstanding regular voting common stock, no par value, of the Company, whether presently or hereafter issued and outstanding, and any other stock or securities resulting from adjustment thereof as provided in 4.04, or the stock of any successor to the Company that is so designated for the purposes of the Plan.
|
(ww)
|
“Short-Term Incentive Award” means an Award pursuant to the STIP.
|
(xx)
|
“STIP” means the Old National Bancorp Short-Term Incentive Plan for Executive Employees, as set out in Appendix A, and as amended from time to time. The terms of the STIP are part of the Plan as if fully set out herein.
|
(yy)
|
“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection or tandem with a related Option, that is designated as an SAR pursuant to Section 7.01.
|
(zz)
|
“Subsidiary” means any corporation (including, without limitation, any bank, savings association, financial institution, or financial services company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
|
(aaa)
|
“Tandem SAR” means an SAR that is granted in tandem with a related Option, the exercise of which requires forfeiture of the right to exercise the related Option with respect to an equal number of Shares and that is forfeited to the extent that the related Option is exercised.
|
(bbb)
|
“Termination of Service,” “Terminates Service,” “Terminated,” or any variation thereof means a separation from service within the meaning of Code Section 409A(a)(2)(A)(i).
|
(a)
|
Except to the extent preempted by United States federal law or as otherwise expressly provided herein, the Plan and all Award Agreements shall be interpreted in accordance with and governed by the internal laws of the State of Indiana without giving effect to any choice or conflict of law provisions, principles, or rules.
|
(b)
|
The Plan and all Awards are intended to be exempt from or comply with the requirements of Code Section 409A and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan and any Award Agreement or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Code Section 409A. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or payments under, this Plan. Except as may be expressly provided in another agreement to which the Company is bound, the Company and its Affiliates shall have no responsibility for tax or legal consequences to any Participant (or beneficiary) resulting from the terms or operation of this Plan.
|
(c)
|
Any reference herein to a provision of law, regulation, or rule shall be deemed to include a reference to the successor of such law, regulation, or rule.
|
(d)
|
To the extent consistent with the context, any masculine term shall include the feminine, and vice versa, and the singular shall include the plural, and vice versa.
|
(e)
|
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining parts of the Plan, and the Plan shall be interpreted and enforced as if the illegal or invalid provision had never been included herein.
|
(f)
|
The grant of Awards and issuance of Shares hereunder shall be subject to all applicable statutes, laws, rules, and regulations and to such approvals and requirements as may be required from time to time by any governmental authority or securities exchange or market on which the Shares are then listed or traded.
|
(g)
|
The descriptive headings and sections of the Plan are provided for convenience of reference only and shall not serve as a basis for interpretation of the Plan.
|
(a)
|
Subject to adjustment as provided in Section 4.04 and any limitations specified elsewhere in the Plan, the maximum number of Shares cumulatively available for issuance under the Plan pursuant to (i) the exercise of Options, (ii) the grant of Affiliated, Freestanding, and Tandem SARs, (iii) the grant of Restricted Stock, (iv) the payment of Performance Units and Performance Shares, and/or (v) the grant of Shares shall not exceed the sum of the following (the “Aggregate Share Limit”):
|
(i)
|
one million Shares, plus
|
(ii)
|
any Shares covered by an award under this Plan or the 1999 Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the award, plus
|
(iii)
|
any Shares available for awards under the 1999 Plan on the date of its termination.
|
(b)
|
Shares covered by an Award granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant and, therefore, the Aggregate Share Limit as of a given date shall not be reduced by any Shares relating to prior awards that have expired or have been forfeited or cancelled. If the Company pays the benefit provided by any Award granted under the Plan to the respective Participant in cash, any Shares that were covered by such Award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein:
|
(i)
|
if Shares are tendered or otherwise used in payment of the Exercise Price of an Option, the total number of Shares covered by the Option being exercised shall count against the Aggregate Share Limit;
|
(ii)
|
any Shares withheld by the Company to satisfy a tax withholding obligation shall count against the Aggregate Share Limit;
|
(iii)
|
the number of Shares covered by a SAR, to the extent that it is exercised and settled in Shares, and whether or not Shares are actually issued to the Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan and shall count against the Aggregate Share Limit; and
|
(iv)
|
in the event that the Company repurchases Shares with proceeds from the exercise of an Option, those Shares will not be added to the Aggregate Share Limit. If, under the Plan, a Participant has elected to give up the right to receive compensation in exchange for Shares based on their Fair Market Value, such Shares will not count against the Aggregate Share Limit.
|
(c)
|
Shares issued under the Plan may be authorized but unissued Shares, treasury Shares, reacquired Shares (including Shares purchased in the open market), or any combination thereof, as the Committee may from time to time determine. Shares covered by an Award that are forfeited or that remain unpurchased or undistributed upon termination or expiration of the Award may be made the subject of further Awards to the same or other Participants.
|
(d)
|
The total number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed One Million (1,000,000) Shares.
|
(a)
|
Nonqualified Stock Options. The per-Share Exercise Price under a Nonqualified Stock Option shall be not less than one hundred percent (100%) of Fair Market Value of a Share on the Grant Date.
|
(b)
|
Incentive Stock Options. The per-Share Exercise Price under an Incentive Stock Option shall be not less than one hundred percent (100%) of Fair Market Value of a Share on the Grant Date; provided, however, if, on the Grant Date, the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to Code Section 424(d)) owns securities possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the per-Share Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date.
|
(c)
|
Substitute Options. Notwithstanding the provisions of Subsections (a) and (b), if the Company or an Affiliate consummates a transaction described in Code Section 424(a) (e.g., the acquisition of property or stock from an unrelated corporation), individuals who become Employees on account of such transaction may be granted Options in substitution for options granted by such former employer or recipient of services. If such substitute Options are granted, the Committee, in its sole discretion and consistent with Code Section 424(a) and the requirements of Code Section 409A, may determine that such substitute Options shall have an Exercise Price less than one hundred (100%) of the Fair Market Value of the Shares to which the Options relate determined as of the Grant Dates. In carrying out the provisions of this Section, the Committee shall apply the principles contained in Section 4.04.
|
(a)
|
Options shall not be exercisable more than ten years after their respective Grant Dates;
|
(b)
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Incentive Stock Options granted to an Employee who possesses more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, taking into account the attribution rules of Code Section 422(d), shall not be exercisable later than five years after their respective Grant Date(s); and
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(c)
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Subject to the limits of this Article, the Committee may, in its sole discretion, after an Option is granted, extend the option term, provided that such extension is not an extension for purposes of Code Section 409A and the guidance thereunder or, in the case of an Incentive Stock Option, a modification, extension, or renewal for purposes of Code Section 424(h).
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(a)
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subject to any conditions or limitations established by the Committee, delivering Shares already owned by the Participant and having a total Fair Market Value on the date of such delivery equal to the total Exercise Price;
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(b)
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to the extent permitted by law, the delivery of cash by a broker-dealer pursuant to a Cashless Exercise;
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(c)
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subject to any conditions or limitations established by the Committee, the Company's withholding of Shares from the Option having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price pursuant to a net exercise arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the shares so withheld will not be treated as issued and acquired by the Company upon such exercise); or
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(d)
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a combination of the foregoing;
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(e)
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to the extent permitted by law, in any other manner then permitted by the Committee.
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(a)
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the positive difference between the Fair Market Value of a Share on the date of exercise and the Exercise Price; by
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(b)
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the number of Shares with respect to which the SAR is exercised.
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(a)
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General Restrictions. The Committee may impose restrictions on Restricted Stock based upon any one or more of the following criteria: (i) the achievement of specific Performance Targets; provided that, except as provided in Section 4.05, the Period of Restriction for such performance-based Shares of Restricted Stock shall be at least one year (ii) vesting based on period of service with the Company and any of its Subsidiaries; provided that, except as provided in Section 4.05, the Period of Restriction for such service-based Shares of Restricted Stock shall be at least three years, but the restrictions may be removed ratably during the three-year period on an annual basis, (iii) applicable federal or state securities laws, or (iv) any other basis determined by the Committee, in its sole discretion.
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(b)
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Section 162(m) Performance Restrictions. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Restricted Stock as Performance-Based Compensation, the Committee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee intends for any Share of Restricted Stock to qualify as Performance-Based Compensation, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall be established by the Committee on or before the latest date permissible to enable the Restricted Stock to so qualify. In granting Restricted Stock that is intended to qualify as Performance-Based Compensation, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.
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(c)
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Legend on Certificates. The Committee, in its sole discretion, may require the placement of a legend on certificates representing Shares of Restricted Stock to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend:
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(a)
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General Restrictions. The Committee may impose restrictions on Restricted Stock Units based upon any one or more of the following criteria: (i) the achievement of specific Performance Targets; provided that, except as provided in Section 4.05, the Period of Restriction for such performance-based Restricted Stock Units shall be at least one year (ii) vesting based on period of service with the Company and any of its Subsidiaries; provided that, except as provided in Section 4.05, the Period of Restriction for such service-based Restricted Stock Units shall be at least three years, but the restrictions may be removed ratably during the three-year period on an annual basis, (iii) applicable federal or state securities laws, or (iv) any other basis determined by the Committee, in its sole discretion.
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(b)
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Section 162(m) Performance Restrictions. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Restricted Stock Units as Performance-Based Compensation, the Committee shall establish restrictions based upon the achievement of pre-established Performance Targets. If the Committee intends for any Restricted Stock Unit to qualify as Performance-Based Compensation, the specific Performance Targets that must be satisfied for the Period of Restriction to lapse or terminate shall be established by the Committee on or before the latest date permissible to enable the Restricted Stock Unit to so qualify. In granting Restricted Stock Units that are intended to qualify as Performance-Based Compensation, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.
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(a)
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General Performance Objectives. The Committee may set performance objectives based upon (i) the achievement of Performance Targets; provided that, except as provided in Section 4.05, the Performance Period for any Performance Share or Performance Unit shall be at least one year, (ii) applicable Federal or state securities laws, or (iii) any other basis determined by the Committee in its sole discretion.
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(b)
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Section 162(m) Performance Objectives. Notwithstanding any other provision of this Section to the contrary, for purposes of qualifying grants of Performance Units or Performance Shares to Covered Employees as Performance-Based Compensation, the Committee shall establish the specific Performance Targets applicable to Performance Units or Performance Shares. If the Committee intends for any Performance Unit or Performance Share to qualify as Performance-Based Compensation, the Performance Targets for any such Award shall be set by the Committee on or before the latest date permissible to enable the Performance Unit or Performance Share, as the case may be, to so qualify. In granting Performance Units or Performance Shares to Covered Employees that are intended to qualify as Performance-Based Compensation, the Committee shall follow any procedures that it determines to be necessary, advisable, or appropriate to ensure such qualification.
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(a)
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The Board may supplement, amend, alter, or discontinue the Plan in its sole discretion at any time and from time to time, but no supplement, amendment, alteration, or discontinuation shall be made which would impair the rights of a Participant under an Award theretofore granted without the Participant's consent, except that any supplement, amendment, alteration, or discontinuation may be made to (i) avoid a material charge or expense to the Company or an Affiliate, (ii) cause this Plan to comply with applicable law, or (iii) permit the Company or an Affiliate to claim a tax deduction under applicable law. In addition, subject to the provisions of this Section, the Board of Directors, in its sole discretion at any time and from time to time, may supplement, amend, alter, or discontinue this Plan without the approval of the Company's shareholders so long as any such amendment or alteration does not (i) expand the types of awards eligible for grants or materially increase benefits accruing to Participants under the Plan; (ii) materially increase the number of Shares subject to the Plan (other than pursuant to Section 4.04); (iii) materially increase the maximum number of Options, SARs, Shares of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Shares, or Short-Term Incentive Awards that the Committee may award to an individual Participant under the Plan (other than pursuant to Section 4.04); (iv) materially expand the classes of persons eligible or modify the requirements for participation in the Plan; (v) delete or materially limit Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs); or (vi) otherwise require approval by the shareholders of the Company in order to comply with applicable law, the terms of a written agreement or the rules of the New York Stock Exchange or, if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Shares are traded or quoted. The Committee may supplement, amend, alter, or discontinue the terms of any Award theretofore granted, prospectively or retroactively, on the same conditions and limitations (and exceptions to limitations) as apply to the Board under the foregoing provisions of this Section, subject to any approval or limitations the Board may impose.
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(b)
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If permitted by Code Section 409A and Code Section 162(m), and the regulations thereunder, without resulting in any adverse tax consequences, but subject Section 14.01(c), in case of termination of employment by reason of death, disability, or in the case of a Change in Control, the Committee may, in its sole discretion, accelerate the exercisability of an Option or SAR, accelerate the time at which any restrictions shall lapse or remove any restrictions with respect to Shares of Restricted Stock and Restricted Stock Units, and reduce or waive any Performance Targets or related business criteria applicable to Performance Shares, Performance Units or Short-Term Incentive Awards.
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(c)
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Subject to Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs), the Committee may amend the terms of any Award granted under this Plan prospectively or retroactively, except in the case of an Award intended to qualify as Performance-Based Compensation (other than in connection with the Participant's death or disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Performance Targets or the level or levels of achievement with respect to such Award. Except as provided in Section 4.04 of the Plan, no amendment of an Award shall impair the rights of the Participant without his or her consent.
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(a)
|
the acquisition by any person (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (“Act”)), other than the Company, a subsidiary, and any employee benefit plan of the Company or a subsidiary, of twenty-five percent (25%) or more of the combined voting power entitled to vote generally in the election of the directors of the Company's then outstanding voting securities;
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(b)
|
the persons who were serving as the members of the Board of Directors immediately prior to the commencement of a proxy contest relating to the election of directors or a tender or exchange offer for voting securities of the Company (“Incumbent Directors”) shall cease to constitute at least a majority of the Board of Directors (or the board of directors of any successor to the Company) at any time within one year of the election of directors as a result of such contest or the purchase or exchange of voting securities of the Company pursuant to such offer, provided that any director elected to the Board of Directors, or nominated for election, by a majority of the Incumbent Directors then still in office and whose nomination or election was not made at the request or direction of the person(s) initiating such contest or making such offer shall be deemed to be an Incumbent Director for purposes of this Subsection (b);
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(c)
|
consummation of a merger, reorganization, or consolidation of the Company, as a result of which persons who were shareholders of the Company immediately prior to such merger, reorganization, or consolidation do not, immediately thereafter, own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the merger, reorganization, or consolidation, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of (i) the merged, reorganized, or consolidated company or (ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the company described in clause (i);
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(d)
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a sale, transfer, or other disposition of all or substantially all of the assets of the Company, which is consummated and immediately following which the persons who were shareholders of the Company immediately prior to such sale, transfer, or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the sale, transfer, or disposition, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of (i) the entity or entities to which such assets are sold or transferred or (ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the entities described in clause (i); or
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(e)
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the shareholders of the Company approve a liquidation of the Company.
|
(a)
|
Upon the occurrence of a Change in Control in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the Awards granted under this Plan are Assumed (as defined in Section 16.02(c) below) by the Post-CIC Entity, any Award granted under this Plan prior to the Change in Control shall continue to vest and become exercisable in accordance with the terms of its original Award Agreement unless, during the two-year period commencing on the date of the Change in Control:
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(i)
|
the Participant's employment or service is involuntarily Terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for Cause; or
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(ii)
|
the Participant Terminates his or her employment or service for Good Reason.
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(b)
|
If a Participant's employment or service is Terminated as described in Section 16.02(a) above, (i) any outstanding Options and SARs shall become fully vested and remain exercisable until the earlier of (A) the end of the original term of the Option or SAR or (B) the second anniversary of the date the Termination occurs; provided that, if the Award Agreement provides for a longer period of exercisability following a Termination, then this clause (B) shall be the end of such longer period; (ii) any restrictions that apply to Awards made to such Participant pursuant to this Plan shall lapse; and (iii) Awards made to such Participant pursuant to this Plan that are subject to Performance Measures shall immediately be earned or vest and shall, to the extent permitted under Code Section 409A without resulting in adverse tax effects to the Participant, become immediately payable in accordance with their terms as if all of the Performance Measures had been achieved at their target levels as of the date of Termination; provided, that any Participant who Terminates his or her employment or service for Good Reason must:
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(i)
|
provide the Company with a written notice of his or her intent to Terminate employment or service for Good Reason within sixty (60) days after the Participant becomes aware of the circumstances giving rise to Good Reason; and
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(ii)
|
allow the Company thirty (30) days to remedy such circumstances to the extent curable.
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(c)
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For purposes of this Article XIV, an Award shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met:
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(i)
|
Options or SARs are converted into replacement awards in a manner that complies with Code Section 409A;
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(ii)
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Awards of Restricted Stock and Restricted Stock Units that are not subject to Performance Measures are converted into replacement awards covering a number of Shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change in Control;
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(iii)
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Performance Shares, Performance Units and all other Awards subject to Performance Measures are converted into replacement awards that preserve the value of such Awards at the time of the Change in Control;
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(iv)
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the replacement awards contain provisions for scheduled vesting and treatment on Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Participant than the underlying Awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Participant than, the terms of the underlying Awards; and
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(v)
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the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.
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(a)
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Upon the occurrence of a Change in Control in which the Company is not the surviving Company, any Awards made under this Plan that are not Assumed by the Post-CIC Entity shall become fully vested and exercisable on the date of the Change in Control or shall immediately vest and become immediately payable (subject to Section 16.03(e)) in accordance with their terms as if all of the Performance Measures had been achieved at their target levels as of the date of the Change in Control, and any restrictions that apply to such Awards shall lapse, and the following provisions of this Section 16.03 shall apply.
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(b)
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For each Option and SAR, the Participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable Option or SAR, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Shares. Any Options or SARs with an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change in Control shall be cancelled for no additional consideration.
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(c)
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The Participant shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that such Participant would have received in the Change in Control transaction had he or she been, immediately prior to such transaction, a holder of the number of Shares equal to the number of Restricted Stock Units and/or Shares of Restricted Stock covered by the Award and the number of Shares payable under Section 16.03(a) for Awards subject to Performance Measures.
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(d)
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The payments contemplated by Sections 14.03(b) and (c) shall be made at the same time as consideration is paid to the holders of Shares in connection with the Change in Control.
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(e)
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Notwithstanding anything to the contrary in this Plan, if the payment or benefit constitutes a deferral of compensation under Code Section 409A, then to the extent necessary to comply with Code Section 409A, payment or delivery shall be made on the date of payment or delivery originally provided for such payment or benefit.
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(a)
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Limited Transfers of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the transfer of Nonqualified Stock Options by a Participant to: (i) the Participant's spouse, any children or lineal descendants of the Participant or the Participant's spouse, or the spouse(s) of any such children or lineal descendants (Immediate Family Members), (ii) a trust or trusts for the exclusive benefit of Immediate Family Members, or (iii) a partnership or limited liability company in which the Participant and/or the Immediate Family Members are the only equity owners, (collectively, Eligible Transferees); provided, however, that, if the Committee permits the transfer of Nonqualified Stock Options granted to the Participant, the Committee may subsequently, in its sole discretion, amend, modify, revoke, or restrict, without the prior consent, authorization, or agreement of the Eligible Transferee, the ability of the Participant to transfer Nonqualified Stock Options that have not been already transferred to an Eligible Transferee. An Option that is transferred to an Immediate Family Member shall not be transferable by such Immediate Family Member, except for any transfer by such Immediate Family Member's will or by the laws of descent and distribution upon the death of such Immediate Family Member. Incentive Stock Options granted shall not be transferable pursuant to this Subsection.
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(b)
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Exercise by Eligible Transferees. If the Committee, in its sole discretion, permits the transfer of Nonqualified Stock Options by a Participant to an Eligible Transferee under Subsection (a), the Options transferred to the Eligible Transferee must be exercised by such Eligible Transferee and, in the event of the death of such Eligible Transferee, by such Eligible Transferee's executor or administrator only in the same manner, to the same extent, and under the same circumstances (including, but not limited to, the time period within which the Options must be exercised) as the Participant could have exercised such Options. The Participant, or in the event of his or her death, the Participant's estate, shall remain liable for all federal, state, local, and other taxes applicable upon the exercise of a Nonqualified Stock Option by an Eligible Transferee.
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(a)
|
To the extent applicable, it is intended that the Plan and any grants made hereunder comply with (or be exempt from) the provisions of Code Section 409A, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Code Section 409A will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
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(b)
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Neither a Participant nor any of a Participant's creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Code Section 409A) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment. Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to a Participant or for a Participant's benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.
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(c)
|
If, at the time of a Participant's separation from service (within the meaning of Code Section 409A), (i) the Participant is a specified employee (within the meaning of Code Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service.
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(d)
|
Notwithstanding any provision of the Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Code Section 409A, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Code Section 409A. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant
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OLD NATIONAL BANCORP
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DATED:
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By:
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Robert Jones, Chairman and Chief Executive Officer
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By:
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Jeffrey L. Knight
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Corporate Secretary and Chief Legal Counsel
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